


Broken Cycles

by DocMui



Category: Doctor Who, Doctor Who (2005), Mahou Shoujo Madoka Magika | Puella Magi Madoka Magica
Genre: Crossover, Gen
Language: English
Status: Completed
Published: 2016-06-25
Updated: 2016-06-25
Packaged: 2018-07-18 04:28:38
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 8
Words: 96,703
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/7299592
Author URL: https://archiveofourown.org/users/DocMui/pseuds/DocMui
Summary: <blockquote class="userstuff">
              <p>Time and again, Homura Akemi has tried the impossible:  To prevent Madoka from becoming a Magical Girl.  Each time, she's failed.  This time, she's not alone.  This time, there just might be hope from an unlikely source.  Hope can be salvation or damnation.  Which will it be, this one last time?</p>
            </blockquote>





	1. Unexpected Diversion

**Author's Note:**

> AUTHOR’S NOTE: I do not own any characters in this story. Doctor Who and all associated characters is copyright the BBC, Madoka and associated characters are copyright Aniplex, Nitroplus, Gen Urobuchi and many others. This story is only intended for entertainment purposes and not profit.

The Strange Medium Guy with a Bad Haircut

Aka Pearson Mui

Presents

A Doctor Who/Puella Magi Madoka Magica Crossover

Broken Cycles

 

     The blue box hurtled through a vortex, seemingly at random. It spun, nearly careening off the inside of said vortex.  A light on the top pulsed almost like a heartbeat.  At first glance, one would never think that there was anything or anyone inside.  Even if the idea had been suggested, an observer might think that any occupants would have suffered from vertigo.

     Inside the box were two occupants.  Both were humanoid, but only one was actually Human.  The pilot was a fairly tall man with medium brown hair and sideburns.  He wore a blue suit with red training shoes, and a brown overcoat was carelessly tossed on a couch next to a central, hexagonal control pillar.  He circled said pillar and idly flicked a few switches.

     The other occupant was somewhat shorter, with long, fiery red hair that complemented her fearsome temper.  She wore a red coat over a light-colored turtleneck sweater and dark pants.  She was wearing boots that were a compromise between stylish and practical.

     Donna Noble was worried as she listened to the TARDIS’s thrumming and wheezing.  Ever since their little trip to the planet Midnight, the Doctor had been quiet.  Whenever he was quiet, bad things had happened—or were about to happen.  She much preferred him when he was being loud.

     She was about to ask him a question when a strange device started to light up.  It looked like it had once been a double-reel tape recorder, but the Doctor had modified it extensively.  Strange sounds that reminded her of a badly-played tape filled the room.

     "What?" the Doctor exclaimed.  He circled the central pillar and grabbed the device.  He fiddled with the controls and gave it a good shake, which elicited a burbling sound from the device.  "What’s wrong with you, eh?"

     "What is that?" Donna asked.  Anything that got the Doctor worried was cause for her to get worried as well.  Almost unconsciously, she edged towards the central pillar.  The Doctor never had weapons, but she wasn’t sure if anything he built ever exploded.

     "It’s my timey-wimey detector," he replied.  "It detects a lot of things like time fluctuations, alien technology, and exotic radiation.  Oh, and it can fry an egg at thirty paces."  He fiddled with it further, then took out his sonic screwdriver.  As the device buzzed, the Doctor frowned.  "Donna, I think that we’re going to have to make a very quick stopover."

     "Why?  Are we going to hit a speed bump in the Time Vortex or something?"  Donna joked, but then noted the grave expression on the Doctor’s face.

     "No, we have to stop because time has just been punctured and sewn up badly.  You know how you do a patch job on your favorite jacket but there are still holes where you worked?" he asked as he put down the device.  With practiced urgency, he started manipulating the TARDIS controls.

     "Yeah?"  Donna asked, not liking where this was leading.

     The Doctor shrugged.  "Well…it’s exactly nothing like that, but it’s a very good analogy.  Hang on!"

*****

     The final night had come, and she had failed.  The girl stood in the darkness, cursing the onus that she bore.  Once again she would have to witness the destruction of everything.

     She was attractive, in her early teens.  Her long, dark hair whipped around wildly as forces beyond mortal comprehension stirred.  Violet eyes flinched, but she would not let the tears come.  She had to be strong.

     "Madoka…" she whispered as a girl in white and pink made her stand.  The monstrosity before her thrashed and howled.  Everything in its path was destroyed, and only one girl stood in its way.

     Homura Akemi knew what would happen.  She had seen dozens of variations of this theme, and they ended in two horrible ways.  The girl that she admired would either die, or become a monster herself.  No matter what she did, it was inevitable.

     It was almost time for the hourglass on her shield.  By turning it, she could go back in time to when things started.  It was either that, or accept the end of the world.

     What she did not expect was the odd wheezing sound that suddenly filled the air.  Moving her hand away from her shield, she gaped as a blue box materialized right next to her, a signal beacon at the top glowing in time to the sound.  It looked like an oversized cabinet or one of those old phone booths she’d heard about—but what was a "police box" anyway?

     The door opened, and two people almost burst out.  Smoke was pouring from inside the box, and the occupants were waving the smoke away.

     "Blimey!" the Doctor exclaimed.  "That was a rough re-entry!"

     "Nice landing, space man!" Donna complained sarcastically.  "Where are we, anyway?"

     "I’m not entirely sure," the Doctor admitted.  "We’re definitely on Earth but the sky’s all wrong."  He noticed Homura and flashed her a smile.  "Hello, I’m the Doctor and this is Donna.  Would you mind telling me roundabouts where we are?"

     "You can see me," Homura said with subdued shock.  "How can you see me?  And how can you be here?"

     "Wait, what’s with that outfit?" Donna asked as she looked at Homura.  "What’s with the sky?  And what’s going on—"

     "I don’t have time for this," Homura said coldly.  "I have to…"  She trailed off as she saw Madoka gathering her power.  The pink-haired girl drew forth a bow and prepared to fire an arrow at the dark mass before her.  "No…" Homura whispered, and everyone could hear the despair in her voice.

     The Doctor followed her gaze and put on a pair of dark-rimmed glasses.  His friendly smile faded, replaced by a scowl.  He saw a small, white creature beside the pink-haired girl, its red eyes never blinking.  Donna, however, saw nothing.

     "Incubator," he muttered, but there was an undertone that unsettled Donna.  It was the same tone that he used when he had officially had Enough.  She’d heard it before, when an alien spider queen had threatened the Earth with her swarming offspring.  What had happened next still gave her a shiver.  It should have been carved in stone somewhere:  "When the Doctor offers you a chance, TAKE IT."

     Madoka released her arrow and it struck home.  For one eternal moment, everything seemed bathed in light.  When it faded, the dark mass was gone.  Her strength drained, Madoka fell off the building.

     Homura moved faster than either the Doctor or Donna thought possible.  She caught Madoka and eased her to the ground.  They couldn’t hear the conversation, but the pink-haired girl was offering something to Homura.  The dark-haired girl took it solemnly and did something that was just out of sight.  Then she touched her shield and rotated it 180 degrees.  She vanished in moments, just as a dark mass started to form around Madoka.

     "Donna?"

     "Yes?"

     "I think we should go back to the TARDIS.  **NOW**."

     She didn’t argue.  She just dashed into the box mere moments after he did, closing the door behind her.  The one thing she noted about her travels with the Doctor was that she had gotten in shape very, very quickly.  Running from various aliens, explosions and other threats saw to that.

     The Doctor frowned as he frantically circled the control pillar.  He was muttering under his breath, his expression grim.      "Come on, come on, come on…" he said.  "Don’t act all cross with me now!"

     "What was that?!"  Donna demanded.  "We’ve got girls who don’t look any older than fourteen fighting monsters!  Are you sure that this is Earth?"

     "Positive," the Doctor replied.  "Unfortunately, the TARDIS has just decided to act like she’s got a concussion."  He rubbed his chin thoughtfully.  "If I can hotwire the Helmic Regulator, I can cut down the recovery time to—"

     He was interrupted by a bone-jarring CRACK as something slammed against the TARDIS.  Donna held onto the couch while the Doctor gripped the control panel.  The aftershocks weren’t too bad, all things considered.

     All was silent, except for the occasional cough from Donna.  The Doctor made a mental note to perhaps put some extractor fans for the next time things got smoky.

     "Did we make it?" she asked.

     The Doctor tapped at the central pillar, which was quiet.  He looked around and his frown deepened.  It was as if he’d seen something beyond the confines of the TARDIS.

     "That’s a very good question," he said.  Punching up a display, he checked the readings.  "It’s safe to go out now," he declared.  "We’ve gone back in time about a month."

     "How’d you manage that?"  Donna came to expect certain things of the TARDIS.  For one thing, there was the ever-present wheezing noise it made whenever they were traveling.  This time, the central pillar was dark and quiet.

     "I didn’t," he said.  "After a landing like that, she’d need another 30 minutes to recover—10 minutes if I hotwired her, and even then she wouldn’t be fit to travel for another 2 hours when we landed."

     "So, something pulled us along?"

     The Doctor flicked a few controls and checked a display.  "It’s more likely that we slipped through a hole that someone else made.  That girl did it and she probably doesn’t even realize it."

     Something stuck in Donna’s head.  "Back there, you looked at that other girl and said `Incubator.’  What do eggs have to do with anything?"

     "You couldn’t see it?" the Doctor asked.  "You couldn’t see the little white creature, red eyes, two pairs of ears—one like a cat and the other like a rabbit?"

     Donna shook her head.  "I just saw the girl with pink hair.  She had a bow, and she fired it into this big mass of dark…stuff."

     The Doctor seemed tired.  He trudged to the couch and plopped himself on it.  Donna sat beside him, wondering what could provoke such a reaction.

     "I last saw something like that creature in a children’s book, `Every Gallifreyan Child’s Pop-Up Book of Nasty Creatures from Other Dimensions.’  They’re emotionless, with a sort of hive-mind.  In fact, they think that emotions are a kind of mental disorder.  They’re clever and focused, absolutely determined to do something when they’ve made a decision—no matter the cost."

     "So, why hasn’t Earth been invaded by these…`Incubators’?"

     "Invasions usually aren’t clever.  They’re not much for weapons, but they don’t have to be.  They’re master manipulators, experts in omitting information.  They’ll almost never outright lie, but they’ll steer you to what you think you want to hear."

     "And it’s involved with fourteen year-old girls," Donna said heavily.  "What could it possibly want from them?"

     The Doctor closed his eyes.  He took a few deep breaths and looked like he was going to meditate.  Then, his eyes snapped open and he almost bounded out of the couch.  With a burst of manic energy, he circled around the central pillar and grabbed his timey-wimey detector.  With a grin, he took out his sonic screwdriver and started to make some adjustments.

     "I don’t have the answers," he admitted, "but let’s see if our Mystery Girl does."

*****

     Homura didn’t even sigh as she exited the hospital.  Every time she ended a loop, it was the same.  There were subtle differences, true, but for all intents and purposes she had a clean slate.

     She was alone.  There was nobody she could really talk to about her unique damnation, and one that was self-imposed.  Everyone’s memories were reset.  All she had to do was find some way, some other approach that would save Madoka.  If she kept at it, maybe she would succeed.

     A persistent "ding" got her attention.  The sound started to get closer, the source of the noise still unseen.  _Was it some kind of odd cell phone ringtone or something_ , she wondered.

     She fingered her ring and wondered if this situation justified using magic.  Rewinding time had put her in a dangerous place, power-wise.  One last Grief Seed remained in her possession, and that been painful to take.  She decided to conserve her energy so that Madoka’s sacrifice wouldn’t have been in vain.

     The "ding" sound came closer.  She guessed that the source was right around the corner.  It was still light out and the area around the hospital was full of people.  Besides, it wasn’t as if she was helpless.

     Homura had seen many things that could be considered impossible.  She tended to approach that with a sort of disaffected nonchalance.  After so many repetitions, there was a sense of just going through the motions of surprise.  What she had not expected were the pair that almost plowed into her.

     "Oh, there you are!" the Doctor exclaimed as he stopped.  He waved the timey-wimey detector over Homura just to confirm its findings.  "Can we try that again?  Our last meeting was a bit hectic."

     The dark-haired teen blinked.  Who were these strange people?  How did they find her?  And most importantly, why did it seem like they remembered her?!

     "Who are you?" she asked.

     The Doctor grinned.  "As I was saying before, I’m the Doctor and this is Donna.  Now, could you please tell me roundabout where we are?  We’ve had a bit of a rough tumble with our transportation."

     "You call yourself the Doctor?"  Homura asked.

     "That’s right," he confirmed.

     "Doctor *who*?"

     "Just…the Doctor," he said evasively.  "And—"

     "And what was with that mess back there?"  Donna interrupted.  "Why were you and that other girl dressed up like that?  And what was that thing you were facing?"

     Homura blinked once again.  "You remember?"

     Donna arched an eyebrow.  "Well, it’s not something I’m likely to forget.  And what’s with that look on your face?"

     "What look?"  Homura was starting to feel out of her depth.  This never happened before.  She wasn’t sure how to deal with it.  Part of her wanted to run away, but another part of her was curious.

     "You look like you’re panicked and confused, and you’re trying to hide it by going all stone-faced.  I’ve known plenty of co-workers who use that as a defense mechanism.  It never really works," Donna said.

     "Donna," the Doctor gestured to her and the redhead backed off.  She didn’t look happy about it, though.  "The thing is, you’ve been looping through time, haven’t you?"  He softened his voice.  "I look at you, and I see that you’ve spent a long time trying to fix something.  How many times has it been?"

     Homura’s instincts were now screaming at her to run, to transform and stop time so that these strangers couldn’t find her.  Nobody could possibly understand her burden—and yet, this strange man seemed like he might.  For the first time in a long time, she felt the slightest glimmer of hope.

     "I lost count after fifty loops," she admitted softly.

     "Fifty loops," he repeated.  "And there’s an Incubator involved, isn’t there?"

     She resisted the urge to laugh sarcastically.  "That thing is very involved," she said.

     "Tell me," he urged her.

     Homura shook her head.  "There’s too much—what are you doing?"  She backed off slightly as he got closer.

     "He’s just going to go all Spock on you," Donna said.

     "Oi," the Doctor protested, "I had this before the whole Spock thing."  He turned to Homura.  "Just think of it and I’ll understand.  Will you let me help?"

     Homura hesitated, then nodded.  What could it hurt?  It wasn’t as if she had any better plans.  She closed her eyes and felt the gentle touch of his fingers on her face.  She almost heard her thoughts as she related them mentally to him.  It was like changing to random channels on the TV.

_"My name is Madoka."_

_"Make a contract with me and become a magical girl."_

_"—soul gem—"_

_"—Grief Seed—"_

_"Don’t fall for its honeyed words."_

_"Stop me from becoming a magical girl."_

_"Why does it matter where you keep your soul?"_

_"I have to be stronger."_

     As she heard her thoughts, Homura felt very young.  The man who was doing this was old, much older than he looked.  Occasionally, there was some feedback, some fragments that came from him.

_"I’m not just a Time Lord.  I’m the last of the Time Lords."_

_"I’m the Doctor, and I cured them!"_

_"RoseTylerMarthaJonesDonnaNobleTARDIS!"_

_"EXTERMINATE!"_

_"You will be deleted."_

_"For the glory of Sontar!"_

_"Doesn't it just burn when you face me?"_

_"Wibbly wobbly timey-wimey."_

_"No, you look Time Lord.  We came first."_

_"Every waking second I can see what is, what was, what could be, what must not."_

_"Allons-y!"_

     With remarkable gentleness, the connection was broken.  Homura found that she was shaking slightly, and that her face was wet.  That was impossible because she could not have been crying.  She was no longer that frail little girl.  She had to be strong to save Madoka.

     Nevertheless, she didn’t resist when Donna gently wiped the impossible tears from her face.  She did nothing as the Doctor gently laid a hand on her shoulder, his old brown eyes full of compassion.

     "I am so sorry," he said softly.  "No one should have to endure that."

     Homura sniffled.  "She's worth it."

     The Doctor nodded.  "Let me help you.  Let me make this the last loop.  You are not alone."

     There was something about his demeanor that Homura trusted.  He had gone through more than his fair share of tragedy.  All the Doctor ever really wanted was to see the wonders of the universe.  He never asked to be a hero, but he simply could not tolerate the suffering of others.  It was his nature, no matter how many times he changed.

     Besides, going at it alone hadn’t done anything except make her miserable.  She thought she could shoulder the burden so that nobody else would have to endure the pain.  In the end, all that ever did was to make her even more miserable; she had nobody else to blame.

     "We have two days before everything starts," Homura told them.  "The Incubator, Kyubey, will try to force Madoka to make a contract with it.  We have to prevent that, no matter what."

     "Then we need a plan," Donna pointed out.  "What do we do, sneak around and foul things up from the sidelines?"

     "I’d kill Kyubey," Homura pointed out darkly, "but it doesn’t do any good.  That thing keeps coming back in a new body."

     "That would be spontaneous formation of an alternate body using energy/matter conversion.  Think of it as body-hopping with a lot of backups.  As long as there’s enough energy in the immediate vicinity, the Incubator can’t be permanently killed, just inconvenienced."  The Doctor frowned and put on his glasses.  "However, I don’t have to hurt it to stop it."

     "So, what’s the plan?"  Donna asked.

     The Doctor grinned.  "You’re going to love this, Donna.  We’re going back to school!"

     Donna gaped at him.  "WHAT?!"

     Homura looked puzzled as well.  "What?"

     The Doctor shrugged.  "What?  I’ve got a brilliant plan."  He turned towards Homura.  "Now, then, tell me a little bit about the school."

 


	2. Introductions and Impressions

     Two days later, the class was buzzing with excitement.  Just yesterday their teacher had announced that she had won an all-expenses paid trip to Hawaii for two.  She went into great detail about how she was going to use that time to show her boyfriend what not to do in their relationship.  That left the question of who was going to take her place in the interim.

     They were most definitely not expecting the slim, brown-haired man in a brown suit and sneakers.  His expression was neutral as he scanned the rows of desks.  More than a few students fidgeted under his piercing gaze, visible even through his dark-rimmed glasses.  Next to him was a woman roughly his apparent age, with long red hair, very old style "granny" glasses, and a vaguely sour expression.

     Then he smiled, and it was as if a weight had been lifted.  Students stopped holding their breath.

     "Good morning, class," the Doctor began.  "Your regular teacher will be in sunny Hawaii for the next month, so I’ve been asked to take over.  I’m John Smith, and this is my administrative assistant and very capable temp, Ms. Donna Noble.  Any questions you may have about class work can be asked after class.  If you need to make an appointment for tutoring and such, please see her."

     "Oi, watch it," she muttered to the Doctor.  His smile didn’t falter.

     "And now, class, as if you didn’t have enough excitement, we have a new transfer student.  Come on in, please," he called to the door.

     Homura walked in, resisting the urge to look at those who would be her friends.  She stopped next to the Doctor and Donna, her blank stare revealing nothing.

     "I’m Homura Akemi," she said with quiet formality.  "Please regard me kindly."

     The Doctor clapped his hands together.  "Well, I think it’s time to start class, then.  Miss Akemi, if you could please find an open seat, we’ll begin."  He made a point of checking the seating chart.  "I believe that there’s a seat next to Miss…Kaname."

     Homura nodded, then went to her new seat.  She was resisting the urge to hold Madoka’s hands.  Given that the pink-haired girl didn’t know her yet, that would have been awkward.  Nevertheless, there was the faintest hint of a smile that flashed itself across her face.  She was more hopeful than she had been for a long time.

     "And now, class," the Doctor began, "I have a reading for you that is not on the list, but it is something that I think you’ll find quite useful.  If you take away the right lesson from the story, I think that you’ll live a better life."  He took out a box from behind his desk and started passing out packets.

     Madoka tilted her head in confusion.  "`The Monkey’s Paw?’" she read aloud.  "Is this a story about a zoo or something?"

     Sayaka, her best friend, shrugged.  "Beats me."  She raised her hand.  "Mr. Smith, what’s this story about?"

     The Doctor grinned.  "I don’t want to spoil the surprise, Miss…Miki," he said after consulting the seating chart.  "It’s enough to say that we will be discussing this in detail tomorrow."

     "Mr. Smith," Donna said with exaggerated formality.  "If that will be all, I’ll be in my office."  The look in her eyes indicated that she preferred any location other than yet another office.

     "Thank you, Ms. Noble," the Doctor replied blithely.  "I’m certain that things will go well."

     The sour look remained on Donna’s face as she left the classroom.  She remembered the conversation they had in the TARDIS regarding their roles.

********

     "Donna, I need you to be my temp secretary," the Doctor said.

     "WHAT?!" she exclaimed.  "We travel all around time and space, and now you want me to be a temp again!?"

     "Well…yes.  It’s an easy way of explaining why we’re together.  Everyone else seems to think we’re family, or…other stuff," he said awkwardly.  "And besides, this way you can access student records that I can’t—at least, not without looking very odd."

     "So that means that I can help you keep track of the girls," Donna said.  She sighed, but nodded.  "All right, I’ll do it."

     "Good!" the Doctor said brightly.  "Now, I want you to wear these when you’re at school."  He handed her an ancient pair of granny glasses.

     "Is that supposed to be my ingenious disguise?" she asked tartly.  "Ooh, look at my hideous glasses.  Oh, nobody will ever suspect who I really am—"

     "Donna," he interrupted, "I’ve done something to the lenses.  You may see a little white creature.  If you do, do not react in any way unusual.  This is important."

     Donna sighed once more.  "And what will you be doing?  Are you going to confront this evil little creature?"

     The Doctor shook his head.  "Not unless I have to.  The moment the Incubator knows I’m not human, it will take action.  Our best weapon right now is subtlety."

     "Oi, I can do subtle!"  Donna exclaimed.

     The Doctor said nothing.  He was too busy trying to keep a straight face.

     "Very funny," she said sourly.  "You still haven’t answered my question.  What will you do to the Incubator?"

     The Doctor reached into his jacket pocket and pulled out a fist-sized green crystal.  It seemed to pulse like a heartbeat, and Donna found herself vaguely mesmerized by the sight.

     "This is a capture crystal that I, ah, borrowed from a Judoon captain when he wasn’t looking.  It’s good for one shot, lasts for hundreds of years, and whatever’s inside gets a one-way trip to the authorities upon being captured."

     "Why don't you just ring up the authorities and have them deal with this?" Donna asked.  "It's—what did you say back at Adipose Industries?  You said something about `seeding?'"

     "Seeding a level 5 planet is against interstellar law," the Doctor replied.  "And yes, what the Incubators are doing is just that—seeding and harvesting.  I can't call in the law because they might interpret things as Earth allowing this to happen.  As an accessory, the entire Earth might be blown up.  At the very least, they might consider removing the Magical Girls—permanently."

     "That's insane!" Donna exclaimed.  "Don't they make any exceptions?"

     "They're bound to the letter of the law, not its intent," the Doctor sighed.  "That, and Judoon are thick."

     "Okay, calling in the space cops is out.  So, why don’t you find the little creature and send it off?"

     The Doctor shook his head.  "If I take the Incubator out of the equation too early, it could be disastrous.  If the girls don’t see its sadistic and amoral side, they’ll keep on going along until the end.  They’ll fight with a little knowledge and not the whole story."

     "And then they’ll die or become Witches when their Gems get corrupted," Donna finished.  The Doctor and Homura had informed her of the trap that magical girls faced.  "I hate this psychological nonsense."

     "Three lifetimes ago, I was very good at it.  I got rather clever at manipulating people," the Doctor reflected with a touch of bitterness.  "They’d meet their end, and I was the one who opened the door for them."

     Donna eyed him sympathetically.  "Let’s hope that you don’t have to get too clever this time around, you big Dumbo," she said gently.

********

     Sayaka Miki had seen her friend Madoka in many moods.  It was all part and parcel of being her best friend, after all.  As was normal for a 14 year-old girl, Madoka’s moods shifted between giddy delight to quiet thoughtfulness.  She knew that Madoka had a kind and selfless nature.  This was why the pink-haired girl was the medical rep for the class.  Sayaka suspected that her friend had a huge inferiority complex.  This was not helped by the fact that Homura Akemi seemed to be an ace at just about everything.  The dark-haired transfer student seemed to exude an aura of cool remoteness coupled with intimidating ability. 

     On any other day, Sayaka might have made a joke about Madoka’s dream involving the new student.  Today was not a good day, especially after the unusual day at school they’d had.  Mr. Smith seemed like a nice person, but a bit brisk.  Ms. Noble, however, didn’t seem too happy to be there. 

     As they were walking home, Madoka was quiet.  She’d been that way ever since they read "The Monkey’s Paw."  It was such a strange choice for a story, and she wondered why the new teacher assigned it.  The new student’s words—Homura, she had insisted on being called—had also weighed on her.  She wondered why such an intense girl could possibly have any interest in whether or not she decided to change herself.

     "Sayaka?"  Madoka asked almost meekly.

     "What?"

     "If you made a wish, what would it be?"

     Sayaka laughed gently.  "That story really got to you, didn’t it?"

     "Yeah," Madoka admitted quietly.  "It was the second wish that really scared me.  I kept thinking about what the son might look like, knocking on the door."  She shivered.

     "Well, the first two wishes were both selfish wishes, right?" Sayaka pointed out.  "Maybe it would have gone better if they’d made selfless wishes for other people."

     "Maybe," Madoka said, but she didn’t sound convinced.  "But I think that the paw would have just twisted that kind of wish, too."

     "So, I guess the moral is:  Think really, really hard about what you want to wish for," Sayaka concluded.  She grinned to try to cheer her friend up.  "Besides, it’s just a story.  What are the odds that someone is going to offer you a wish?"

     "I guess you’re right," Madoka agreed.

********

     Kyubey could sense Madoka coming.  The little white creature had hidden itself in the shadows, despite its obvious color disadvantage. 

     This was the one, it decided.  The potential for harvesting energy was greater than any others, even the girl who would become Walpurgis Nacht.  She had the body language of being timid and vulnerable.

     Incubators did not have emotions as Humans understood them.  Satisfaction, however, could be felt on a purely intellectual level.  After this one was harvested, Kyubey would feel very satisfied indeed.  The quota would be met, and it could leave this planet to its own devices.  The possibility of the world being destroyed in the process was a small price to pay to save the universe.

     It moved one tiny paw towards the sidewalk.  There was the faintest whisper of air, and then the Incubator’s lifeless, headless corpse flopped directly into the girls’ path.

     Homura was grim as she put away the sniper rifle.  She had been waiting for Kyubey to make its move.  Granted, even a bullet couldn’t kill the Incubator for very long.  It would just gain a new body and devour the old shell.  She hoped that such a disturbing sight would make Madoka and Sayaka think twice before dealing with Kyubey.

     Part of her wanted to hunt down Kyubey and kill it as many times as possible.  She wanted to reduce the white creature into a bloody mess, and she would have enjoyed every moment of it.  However, Kyubey was also telepathic.  At the first sign of injury, it would have sent out a distress call, and Madoka would have answered.  That was simply her nature.  No, as difficult as it was, subtlety was required.

     She’d been busy when school let out.  The city had been swarming with familiars and witches that had to be dealt with.  She’d also been stockpiling weapons for when Walpurgis Nacht appeared.  She knew that the Doctor would not have approved; his dislike of weapons had been made very clear in their mind link.

     Her magic did not involve energy weapons or restraints.  She could stop time and return to the beginning of the time loop.  That was why she had also been quietly raiding various Self-Defense Force bases, as well as Yakuza armories.  She wanted to be prepared for when Walpurgis Nacht appeared.

     She allowed herself the smallest of smiles when she saw the girls encounter Kyubey’s corpse.  Sayaka had almost stepped on the dead Incubator.

     "Oh, YUCK!" Sayaka exclaimed.  "What is this thing?!"

     Madoka recoiled from the sight.  "It…it doesn’t have a head," she said haltingly.  "Did it get run over or something?"

     Sayaka shook her head.  "No, it’s too far away from the road.  It looks like the head was just chopped off, or maybe—oh, gross," she said as she noted the bloody grass.  "This thing’s head just exploded."

     Madoka was trying very hard not to succumb to nausea.  She had been looking forward to dinner.  After seeing the creature’s corpse, she wasn’t sure if she wanted to eat anything for a while.

     "Excuse me," said a small voice by Madoka.  The girls looked down and saw a creature apparently of the same kind as the corpse, although with a head attached.  The Incubator nonchalantly padded its way over to the dead body and started devouring it.  When it was done, it planted itself on its haunches and burped noisily.

     Madoka lost what was left of her lunch.  Sayaka could hear her friend retching into the bushes.  To be honest, she was pretty close to doing the same thing.

     "You—you can talk," Sayaka stammered.  "And you just ate that other creature that looks like you."

     Kyubey tilted its head slightly.  "Judging by your reactions, it is obvious that you both can see me.  That is one quality for those who can become magical girls."

     The situation had taken a turn for the odd.  It was too surreal for Sayaka to grasp, and it had cost her what little control she had over her nausea.  She lunged towards the bushes.

     Kyubey didn’t seem the least bit disturbed.  "What odd reactions both of you are having," it observed.  "And would you rather I leave my old body to slowly rot?  I was merely being considerate and efficient."

     It was unfortunate, Kyubey mused, that whatever had killed the previous body hadn’t merely caused injury instead.  It would have been so much easier to manipulate the girls using the wounded deer routine.  Compassion was such an easy emotion to use against people, especially the young ones.  Granted, it still felt pain in each body, but this death had been quick.

     Madoka shuddered as the last of the dry heaves left her.  She held a handkerchief to her mouth and faced Kyubey.  She took care to stay a good distance away from the Incubator.

     "What—what are you?"  Madoka stammered.

     The Incubator’s expression was difficult to decipher.  Its face looked like it was always smiling, and it disturbed Madoka.

     "You may call me Kyubey," it said calmly.  "You and your friend have magical potential.  Please make a contract with me to become magical girls, and I will grant you one wish."

     Sayaka staggered to Madoka’s side.  She looked disgusted, nauseated and incredulous at the creature’s bluntness.

     "Let me get this straight," Sayaka began as she tried to remain upright.  "You just come out of nowhere to eat the body of that thing, and suddenly you can talk.  And now you want us to become magical girls."

     "I have always been able to converse," Kyubey said.  "And I do not believe that my offer is terribly unreasonable."  It tilted its head and gave the girls what it hoped was an approximation of a smile.  "Think of all the good you can do."

     "NO THANKS!" Sayaka declared.  "If you think that I’m going to deal with a creepy little thing like you, you’ve got another thing coming!  Come on, Madoka," she said as she grabbed Madoka by the wrist.

     Madoka followed her friend meekly.  When Sayaka got worked up like this, it was difficult to calm her down.  Besides, she couldn’t disagree with her reasoning.  Any creature that could be so nonchalant about things like eating a corpse was not someone she wanted to deal with.

     "I really do not understand you people," Kyubey said as it scampered behind the girls.  "The possibility of receiving a wish is more than enough incentive for most."

     Sayaka stopped and whirled around.  "Look, you little freak.  Just do me and Madoka a favor and leave us alone!"

     Kyubey’s tail twitched.  "Are you sure that you should be yelling at me in such a public place?  Ordinary people can’t see me, you know."

     Sayaka and Madoka blinked.  They took a look at their surroundings and noticed the nervous expressions around them.  Sayaka put the hand that wasn’t holding Madoka’s wrist behind her head and laughed nervously.

     "Stop following us," Sayaka said through gritted teeth.  She and Madoka had ducked into a nearby alley to avoid the crowd. 

     "I don’t believe that you should go this way," Kyubey said.  "I would advise against going any further."

     "Don’t tell me what to—"  Sayaka stopped as a chill ran down her spine.  Madoka shivered, and she clung closer to her friend.

     The area became dark and distorted.  It was as if they’d crossed some invisible boundary.  Every instinct that wasn’t utterly confused was screaming for the girls to get out.  Strange creatures chattered as they noted the new arrivals, and they did not look friendly.

     _Mami_ , Kyubey said telepathically, _I’ve found two girls who have wandered into a familiar nest._ The Incubator’s mental tone was dry and factual, with only the slightest hint of stress.

     _I’m on my way,_ came the response.

     Kyubey did not herd the girls to the exit.  It did not place itself between the girls and the hungry familiars.  Instead, it stood beside them as they cowered.  Seeing Mami in action, it decided, would have been a powerful persuasive tool.  If all went well, Kyubey might be able to add at least one more magical girl.  The blue-haired girl was expendable, as she had only average potential.

     "Help is on the way," it told them, but they were too busy screaming to hear.  "And I did advise that you not go any further," it reminded them. 

     Homura clenched her jaw as she saw them cross the wards.  There were familiars nearby, and they’d just walked into a nest of them.  Even the weakest familiar could kill a person, especially one that had strayed into its territory.

     Touching her shield, she prepared herself.  She knew that another magical girl was nearby, but she had to get to Madoka first.

     "You must be new here," a girlish voice said from behind.  "It’s not often that I meet another magical girl."

     Homura didn’t even have to turn around.  She knew who the voice belonged to and she didn’t have time for pleasantries.

     "I have to go," she said brusquely.  A moment later, it was as if Homura had vanished.

     The young lady that she had left behind blinked.  She had never encountered anyone quite that fast. 

     She was used to sneaking around, which was fortunate.  Her outfit would have attracted attention anywhere except in a nest of familiars.  Dark thigh-high leggings complemented her short, frilly skirt.  Most of her ensemble was white with accents of brown.  Her hair was golden, and it was divided into two curled tails.  Perched upon her head was a pillbox hat, and in her hair was an ornate gem-like decoration.

     Mami Tomoe summoned a weapon, a flintlock rifle, and readied herself.  She had hoped that the new arrival would have been ready for a team-up.  Regrettably, it seemed that this girl was only intent on being competition.

     Inside the nest, Sayaka had managed to help Madoka out of her panic.  They were running as fast as they could towards what they hoped was the exit.  Kyubey was keeping pace with them, its expression unchanging.

     They did not expect to see Homura waiting near the exit.  They most certainly did not expect her to be holding a gun, especially not one aimed at them.

     "What are you doing?!"  Sayaka screamed.  She was a bit too panicked to concern herself with Homura’s change of outfit.

     The long-haired girl’s gaze seemed to intensify.  She didn’t have time for this nonsense.

     "Get out of the way," Homura said, perhaps more harshly than she had intended.  "You’re ruining my shot."

     Sayaka blinked and then understood.  She dove for the floor and Madoka followed her.  The pink-haired girl really didn’t have much of a choice; Sayaka still held her arm in a tight grip.

     It was one thing to hear a gun being fired on TV.  They always sounded like overgrown firecrackers.  It wasn’t really something that, although lethal, sounded terribly impressive.

     In real life, a gunshot was a lot louder than either Sayaka or Madoka had expected.  They flinched as Homura emptied the gun into the pursuing familiars, her gaze intense.  The creatures shrieked and recoiled, but they weren’t quite dead.

     Homura paused a moment to reload.  It was in that moment that the familiars surged towards her—

     --only to be caught in some ribbon-like constructs.  They writhed in protest, but the ribbons held them tightly.

     Without even asking, Homura dodged to the side.  The familiars then saw a young blonde girl with a very large flintlock rifle aimed at them.

     "Magical familiars!"  Mami exclaimed.  "I’ll finish you off with one shot!"

     A large burst of energy from the rifle ended the encounter.  With the familiars gone, the space they created started to collapse.  Both magical girls helped Sayaka and Madoka to their feet.  Homura was adamant about keeping hold of Madoka.

     "Are you all right?"  Homura asked Madoka.

     "Hey!"  Sayaka waved her hand between the two girls.  "I’m here too, you know."

     Homura spared Sayaka a slightly annoyed glance.  "Yes, you are," she agreed.  "And you appear to be quite healthy."

     "Oh, do you know each other?" Mami asked.

     Homura said nothing.  There were so many ways she could answer that question, but those answers would lead to more questions.  It was best to take it slow in front of Kyubey and the other girls.

     "We’re in the same class," Madoka explained.  "Miss Akemi—sorry, Homura just transferred to Mitakihara middle school."

     Mami smiled.  Then her clothes transformed into the same school uniform that Madoka and Sayaka wore.

     "Forgive me for not introducing myself earlier.  I’m a third year from the same school, Mami Tomoe.  And this," she gestured to Kyubey, "is my friend Kyubey."

     "We know," Sayaka said.  Her tone made it very clear that those had not been the best of circumstances.  "Do you know that your little `friend’ is a cannibal?"

     Mami tilted her head to the side.  "What do you mean by that?  I’ve never encountered any other creatures like Kyubey."

     "I was merely clearing out something that was no longer needed," Kyubey said smoothly.  "I do not understand your revulsion to something like that."

     "Can we not talk about that?" Madoka asked weakly.  She looked pale, and not just from the encounter at the familiars’ nest.

     Inwardly, Homura was trying hard not to grit her teeth.  This was not going the way she had anticipated. 

     "I should go," she announced abruptly.  "You’re safe now."  With that, she transformed her outfit back into the school uniform the other three girls shared.  She gave her long hair a flip and turned her back to the others.  She didn’t want them to see her face, conflicted as it was.

     Part of her wanted to reveal everything, to beg and plead so that Madoka wouldn’t make a contract with Kyubey.  She had been down that path before, however.  The sudden revelation had broken Mami, her poise and false serenity gone.  She shuddered at the memory.

     The other part of her wanted to just be numb.  She wanted to just focus on Madoka alone, no matter the consequences.  That wouldn’t have worked.  The pink-haired girl had increasingly become more dependent on her peers.  It was an odd effect of the time loops that she had endured.  Madoka was not the heroic figure that she had first encountered.  No, she had to deal with all of them.

     The only consolation was that she was not alone this time.  She had help, and that was what cracked her outer, careworn shell.

     "Mami Tomoe," Homura began, "You should ask yourself some questions about what you take for granted.  You may not like the answers."

     "Is that a threat?" Mami asked.

     "No," Homura replied simply.  "I am neither your enemy nor your friend."

     "Then how can I trust you?"

     Homura gave her long hair an almost careless flip as she turned to face Mami.  Violet eyes bored into Mami’s golden ones, unsettling the blonde.

     "If I were your enemy," Homura said, her voice barely above a whisper, "you would have been dead when we first met, and I would have rescued these girls by myself.  Don’t let your loneliness sway them."

     Mami flinched.  "What do you mean?"  She didn’t even know this girl, but she was spot on about the blonde’s life.  How could she have known?

     Homura spun on her heel and headed towards Madoka.  She gently laid a hand on the pink-haired girl’s shoulder.  It was obvious to all that her expression was much softer than what she had presented to Mami.

     "You’ll be fine," Homura reassured Madoka.  "Just don’t listen to that thing."

     She left without saying anything more.  Sayaka found herself annoyed at Homura’s brusque demeanor.  Madoka was confused by Homura’s preferential treatment—at least, in comparison to the others.  Mami found herself shaking slightly.

     Kyubey tilted its head slightly.  Homura was an interesting anomaly, a Magical Girl that it could not remember making a contract with.  She seemed oddly determined to thwart Kyubey.  That was odd because the full truth had not been revealed.

     Homura did not look back as she walked away.  She hoped that the Doctor and Donna were having better luck.  She was tempted to find them, but she knew that Kyubey would be keeping an eye on her.  No, she would have to trust that things were going well with them.


	3. Burden of Hope

     Donna sighed as she went through her day.  The school's filing system fairly easy to use--nothing terribly challenging for her, really.  She pretty much glided through the day with the minimum of fuss.  She still felt a bit insulted that she had to play the part of temp, even after all she'd been through.

     She briefly felt a chill go down her back.  Instinctively, she turned around, but nothing was there.  It might have been her imagination, but she thought she saw something dark scamper around a corner.

     _Keep a low profile_ , she reminded herself.  _Pretend that you didn't see anything unusual_.

     At the end of the school day, her annoyance and curiosity had evaporated.  Donna had never felt so despondent in her life.  The red of the setting sun just reminded her that she wasn’t getting any younger.  Soon, like the inevitable twilight that would follow, her life would end and she wouldn’t be mourned for the most part.  Oh, her grandfather would remember her, but her mother would probably be criticizing how Donna chose to end things.  Her mother was always good at that.  She was always nagging and finding fault with others.  Donna had gotten the brunt of it, especially after her father had died a little while ago.  She was the disappointment, the shame of her family.

     It was little wonder that she’d developed such a shallow, spiteful personality.  Being the office gossip and keeping up with reality television allowed her to get away from her mother for a little while.  Then, of course, her mother would promptly criticize her about being a temp, even if Donna was the best temp in Chiswick.

     The Doctor had made her a better person.  Deep inside, however, she was afraid that she hadn’t really changed.  When she got down to it, her shallow personality was still a part of her.

     She heard the Doctor call her name.  She didn’t respond.  She was almost robotically making her way to an overpass and looked down at the traffic.  It would be so easy to make shut her mother up and ensure that Old Donna never came back.  She would rather die than be that person again.

     The Doctor was aghast.  Through the lenses of his glasses, he noticed a dark, wispy trail.  It emanated from an odd mark on Donna’s neck.  And now, she seemed very intent on just stepping off the overpass.

     A Witch’s Kiss, he recalled Homura telling him, was something that inspired despair.  It was planted by either a Familiar or a developing Witch on random people.  It was the cause of many, otherwise unexplained, suicides.  This, of course, led to Magical Girls being recruited to prevent that sort of thing.

     Now, Donna was suffering from the effects of one.  If he could, he wanted to just take a pair of scissors and cut off the wispy tendrils that led from Donna’s neck.  The immediate trick, however, was getting her someplace where he could isolate her from the source.

     "Donna, stop!" he exclaimed.

     "Why?!" Donna asked.  "I’m useless, Doctor!"  She shook her head and despondent tears fell.  "The biggest thing I ever accomplished was being a temp!"

     "Donna, you’re not useless," the Doctor insisted.  "I think you’re brilliant."

     She scoffed, but it came out with a choking sound.  "`Brilliant.’  Right.  Are you barmy or something?  I’m over thirty years old, and the only man I almost married tried to kill me!  What kind of life is that, Doctor?!"

     The Doctor didn’t move.  He saw that her hands were gripping tightly on the handrail.  That told him that Donna was still fighting, stubborn as she was.  Part of her knew that these emotions weren’t real.

     "You still have the glasses on," he pointed out.  "Take a look around and tell me what seems out of place."

     Donna looked like she was about to make a retort but stopped herself.  It was perhaps a testament to how much she trusted him that she didn’t just take a header off the overpass.

     "There’s a black rope coming from my neck," she told him shakily.  "*WHY* is there a black rope?"

     "Donna, you’ve been hit with a Witch’s Kiss," he replied.  "Remember what Homura told us?  These feelings aren’t real.  Whatever did this to you is trying to feed off of you, to make you a meal.  Are you going to stand for that?!"

     "No," Donna said weakly.  Her hands were still shaking on the handrail.

     "Has there been any time, in the time that I’ve known you that you haven’t told me exactly how you’ve felt?  Are you going to fall for a little fake depression and be something’s snack?"

     The Doctor was taking a large gamble with this.  He was counting on Donna’s indignation to override whatever the Witch’s Kiss had done to her.

     "No, but…"

     "But what?" the Doctor demanded.  "We’ve traveled and seen so much, and this is how you decide things end?"  He shook his head.  "You’re still at the wheel.  Come on back with me and have some rest and a cup of tea.  Believe me, a cup of tea did wonders for me a few years back."

     Trembling the whole time, Donna took her hands off the handrail and stepped away from the edge.  She then encircled him in a hug that was just short of painful.

     "You’d better hurry, Spaceman," she whispered shakily.  "That road is looking better and better all the time."

     They made their way to the apartment that the Doctor had rented.  Money had not been a problem, thanks to judicious use of his sonic screwdriver on an ATM.  With said screwdriver he unlocked the door and they entered.  Closing the apartment door, he then unlocked the TARDIS door.  Donna staggered inside and flopped herself onto the couch near the control pillar.

     Closing the TARDIS door behind him, the Doctor headed to the pillar and worked a few controls.  He kept his glasses on the whole time, alternating his view between the door and Donna.

     "There," he said finally.  "Extrapolator shielding is up and the signal’s been cut off."  He made his way to the couch.  "How are you feeling?"

     "Lousy," she said bluntly.  "But I don’t feel like tossing myself off a bridge anymore.  I don’t feel like doing much of anything, though."

     "That would be from the induced depression," he said.  "I think I have something for that." 

     With that, he knelt down and pulled off a floor grate.  There was the sound of rummaging, punctuated with an "aha" as he found something.

     "There you are," the Doctor said as he placed a box the size of a lunchbox on the floor.  Climbing up, he replaced the floor grate.  "Good old Walker.  I don’t know how you knew."

     "What’s that?"  Donna asked weakly.

     "It’s something I picked from someone I know, Walker Santos.  Brilliant man, I wish you could meet him."

     "Should I know him?"  Donna asked.

     The Doctor shook his head.  "He won’t be born for another 3000 years.  I have to warn you, this might be a little bright."

     That was an understatement.  For the three seconds that the box was opened, everything was a brilliant, royal blue.  Then the box was closed and the Doctor leaned over to check her neck.  The mark that had been there had been erased.

     Donna blinked and shook her head.  Whatever negativity she’d felt from the Witch’s Kiss had evaporated.  She felt pretty good, actually.

     "What was in that box?" she asked.  She propped herself into a seated position on the battered couch.

     "A hope diamond," he replied.  "Walker gave it to me a while back."

     Donna arched an eyebrow.  "You’ve got the Hope Diamond with you?  Don’t you know that the thing is supposed to be cursed?"

     The Doctor tilted his head slightly.  "Well, that might explain my luck if I had it.  No, this is literally a diamond-shaped container that holds hope as a kind of energy."

     "You’re barmy, you know that?" Donna commented.  "How can you harvest hope?"

     "According to Walker, it wasn’t easy."  The Doctor’s expression turned thoughtful.  "He said something about liking me better without the bowtie.  I don’t remember meeting him back in my second life."

     "Maybe you’ll wear a bowtie in the future?" Donna suggested.  "You’d be going around saying `look at me, the natty dresser with a bowtie’ or something like that."

     The Doctor didn’t quite grimace as he took off his glasses.  "That doesn’t sound like me at all.  With any luck, I won’t have to worry about it for quite some time."

     "Yeah," Donna agreed.  "So, this Walker guy just up and gave you a hope diamond?  Why would he do that?"

     "Well, we happened to be at the same convention.  It was on the planet Odym—beautiful place, full of life, I should take you there sometime," he remarked.  "Walker said that I’d need it.  The odd thing is that he said that I’d open the box only four times.  The first time would be to relieve suffering.  The second and third time, the diamond would grant strength.  The final time, Walker said, I would fulfill a destiny."  He looked uncomfortable for a moment.  "I’ve never been good with the number four."

     "Did he say anything about visions?"

     The Doctor shook his head.  "He hadn’t mentioned it.  Why?  What did you see?"

     "I saw myself in a small flat," Donna began.  "I’m looking at the newspaper and checking the lottery numbers.  I must have won because I’m yelling like a madwoman, hugging some man whose face I can’t see."  She hesitated for a moment.  "And I’m wearing a wedding ring."

     "Well," the Doctor said, "that’s definitely something to hope for.  Do you need help getting up?"

     She waved him off.  "I’m fine.  So, how about that cup of tea?" she joked.

     The Doctor seemed uncomfortable.  "The thing is, I really don’t do domestic.  I never really got the hang of it."

     She looked at him incredulously.  "You’re over 900 years old and you can’t grasp the concept of brewing tea?"  She mimed cracking her knuckles.  "First, boil the water.  Then, get a cup and put a tea bag in it.  Then—"

     "Donna, I know how to brew tea.  It's just that I never seem to be able to relax with a cup."  He shrugged.  "Something always happens."

     Donna arched an eyebrow.  "This is a surprise?"

     The Doctor grinned.  "Well, you’re definitely feeling better.  You might want to go out to your room and get some rest, though."  With a practiced motion, he moved a sliding control on the central pillar and lowered the shields.

     "And what will you be doing?" she asked.  It wasn’t as if she didn’t like the TARDIS, but she definitely needed familiar sights.

     "I can’t risk putting the old girl through time, not with the Incubator around.  I can, however, do a bit of traveling.  I just have to make sure I’m back in time for class."

     "You’re going to run around all night?  Don’t you ever sleep?" she asked.  Donna had pulled a few all-nighters in her time, especially when her friends had been invited.  One hangover had led her to totally miss an alien invasion during Christmas.

     "`Course I do," he remarked.  "If I don’t get my eight hours every week, I can’t function."

     Donna mentally wished that she could have 160 hour weeks.  That would have certainly come in handy on some of her former temp jobs.  "So, what’s so important that you have to sneak around at night?"

     The Doctor told her.  Her jaw dropped as she tried to process the sheer magnitude of those few words.

     "I’d rather not keep this from Homura," the Doctor began, "but I don’t think we have much of a choice.  There’s a chance that the Incubator might be able to read her mind, even with her mental shields.  We adults, however, aren’t even on the radar."

     "So we just plot and wait?"  She sounded dissatisfied.

     "Well, no," he replied, "we’ll act when we have to.  But it has to be quiet.  That’s the best shot we have."

     Donna exited the TARDIS and flopped down on a couch.  She watched as the blue box faded from sight, wheezing the entire time.

     "Nice way to keep it quiet, Doctor," she remarked to nobody in particular.

********

     The patrols had been going fairly well.  Sayaka and Madoka had been tagging along with Mami on her next few outings, just to get a feel for her routine.  There hadn’t been any Witches, but there were plenty of familiars.  Left alone, the familiars would eventually grow to become Witches themselves.

     She’d shown the girls the benefit of being a Magical Girl; namely, the Grief Seed that Witches left behind after their defeat.  The seed would purify the pollution that every Soul Gem accumulated upon using magic.  Mami theorized that this was why most magical girls didn’t team up; it was so much easier to be selfish and grab the seed than to share it.

     Madoka and Sayaka were beginning to feel that a magical girl’s life wasn’t easy.  In fact, it seemed downright lonely and thankless.  It even showed in Mami’s apartment, despite being cozy and tastefully decorated.  Every once in a while, Mami’s smile slipped and the burden she had taken on was obvious.

     Then there was the lesson in the story they’d both read.  The discussion in class had been fairly lively, a change from the usual method of learning.  The general consensus from their classmates was that you couldn’t get something for nothing; there was always a price.  The monkey’s paw—or, rather, the force behind it—was inclined to be as literal as possible.  The thought of a soulless husk knocking on the door had chilled the class.

     They were mulling it over as they stopped by the hospital.  Sayaka wanted to see how her friend, Kyousuke, was doing.  He’d been in some sort of accident and it had left one of his hands numb.  He’d tried to keep a happy face around her, but it was devastating to a violinist.

     As Madoka sat in the waiting area, she thought that she caught a glimpse of Mr. Smith.  Granted, it was only for a second and from behind at that.  The man was wearing a white doctor’s coat and he flashed something in a wallet holder to the attending nurse.  She couldn’t hear what was said, but the nurse was obviously giving him directions.  With that, he went off to parts unknown.

     Obviously, it couldn’t have been Mr. Smith, she told herself.  He was a teacher, not a doctor.  She was probably seeing things.

     It was about then that a huge shiver ran down her spine.  To call it a shiver was an understatement; it was like someone had stabbed an icicle down her back.  It was actually worse than when she and Sayaka had been in the familiars’ nest.  She wondered what could possibly provoke such a reaction.

********

     Kyubey had been prowling the halls with the impunity that invisibility granted.  As long as it avoided the carts, gurneys and wayward feet, the Incubator didn’t have much to concern itself over. 

     It had been quietly keeping track of Sayaka and Madoka.  The more it knew about their lives, the better chance that it could manipulate them.  The emotional attachment that Sayaka had to this Kyousuke person could be a powerful leverage.  Once the blue-haired girl became a magical girl, it was more likely that Madoka would follow suit.

     It had sensed that the girls were reluctant to commit themselves.  "The Monkey’s Paw" was such an odd choice for a Japanese classroom.  That had raised doubts in their minds.  Kyubey wasn’t terribly concerned, however.  Experience had shown that the proper time would come, and the right words would make all the difference.  That combination had worked wonders in recruiting Mami, after all.

     It stopped, and the cat-like part of one ear perked up.  There was an odd sensation in the air, not unlike a Witch or a familiar.  The feeling was muddled, as if perceived through gauze and dipped in used motor oil.  There was a taint, a foulness that no Witch ever possessed, combined with an absolute wrongness.  Whatever was causing this sensation did not belong in this world—perhaps not even this dimension.

     Occasionally, Kyubey would hear a patient screaming.  It wasn’t out of pain, but out of sheer terror.  Doctors and orderlies were summoned to the source.  Kyubey overheard bits of conversations; something about how all the mentally-ill patients had seen something horrible.

     While mildly interesting, this was not something that pertained to the Incubator’s mission.  The odd feeling, however, seemed to intensify as it padded to one room.  Out of curiosity, it noted that the patient’s name was Fuminori, and he seemed to be having a conversation with someone.  It was only in the most charitable sense that it could be called a conversation.  One voice was weak and wispy, with only the barest hint of coherence.  The other voice had strange, almost gurgling noises as well as odd harmonics.

     Kyubey ducked out of the way as the door opened.  The hallway was deserted, perhaps because of the disturbing presence.  Doctors and nurses had scurried off, prompted by their subconscious.  They wouldn’t know why they had to leave; they just left.  Perhaps the Grief Seed that was forming in the hospital was having that effect.

     The individual that stood in the doorway was in no way human.  In fact, any human who looked upon this creature would have been swiftly driven insane.  Kyubey, of course, was not human.  The Incubator was certain that whatever this misshapen creature was, it could not be seen. 

     "FOOD!" it exclaimed.  Then there was a slashing sound, and Kyubey saw a large hole in its abdomen.  Then the Incubator was seized by tentacles and other appendages.  The last thing that Kyubey saw were rows of sharp, dripping teeth on a face that defied natural law.

********

     The Doctor felt the presence of something twisted.  There were actually two sources, both fairly close by.  He resisted the urge to wince and finished his task. 

     Kyousuke Kamijou was sleeping fitfully in a slumber that was not entirely natural.  His left hand, the one that had suffered nerve damage, twitched slightly.

     The Doctor was not, as he would admit, a certified medical doctor.  However, he’d picked up quite a few things during his centuries of traveling.  It also helped that he had pockets deep enough to carry the appropriate tools.  After all, even he had to admit that the sonic screwdriver couldn’t fix everything.

     He checked his work again and smiled.  By tomorrow morning the hand would be good as new—at least, in terms of being able to feel.  Flexibility, on the other hand, would be limited until the young violinist went through physical therapy.

     Pocketing his equipment, he quietly left the room.  He hoped that what he had just done would make a difference.

     He almost staggered as he felt two distortions in the area.  One was an absolute wrongness, like gears grinding.  The other felt like a bubbling, heavy darkness, like tar.  With a glance, he made sure that the hallway was empty.  Then he scanned the area with his sonic screwdriver and headed to the nearest distortion.

     He did not gape at the bloody mess he saw when he got there.  The blood and bits of white meat came from Kyubey.  The hallway was plastered with body parts.  A dull, red eye gazed lifelessly at him, separated from the head. 

     The Doctor adopted a quizzical look on his face.  He adjusted his glasses and pretended to not see the carnage that was before him.  About ten feet behind him, he heard the scrabbling of tiny paws making a very quick getaway.  He did not try to walk around the remains of Kyubey’s replacement bodies. 

     Taking his screwdriver out, he scanned the area.  The source of the distortion came from a patient’s room.  He heard gurgling noises behind that door.  There was also the sound of something being eaten rather messily.

     The door flew open, and half of Kyubey’s head was thrown out.  There was nothing else attached.

     He checked his screwdriver and frowned.  Whatever creature that was inside was barely conforming to the laws of nature.  It was obviously from another dimension.

     "Hello?" he called out.  "I’m the Doctor.  I can help you."

     "Hello, Doctor," a gurgling voice, only vaguely feminine, called out.  The harmonics in that voice were chilling.  "I’ve just finished dinner."

     Cautiously, he opened the door to reveal the occupants.  One was an exhausted-looking young man with bandages around his head.  The other occupant required him to distance himself from human perceptions.  It was either that, or run away screaming.

     The being before him seemed to have two appearances:  One was unearthly and unbearably ugly, and the other was that of a girl barely in her teens.  The more tolerable image had long hair that went down to her knees and a simple white dress.  He focused on that image, but kept the outline of the other in his view.

     "You aren’t running," `she’ observed.  "Are you looking at me differently, or are you merely insane?"

     The Doctor tried to shrug nonchalantly.  "Well, let's just say that I can see things differently than most.  I’m the Doctor."

     "You can call me Saya," the `girl’ said.  "I found this place, so full of power below.  Something wonderful will happen soon."  She paused and tilted her head slightly.  "You are homeless, like me," she observed.

     "Maybe I can take you home," he offered.  "You don’t belong here.  How did you get here?"  _The Grief Seed must have attracted `her’ attention_ , the Doctor decided.

     Saya scowled.  "I was lost, torn from home.  Some creature shattered the walls between home and here, drawing me in.  Father found me.  He was unafraid of my beauty.  He taught me to speak this language.  He treated me like kin.  Then he died, and I cannot go back.  This is my home, now."

     "You don’t belong here," he repeated.  "No human can look at you without going insane."

     Saya gestured to the bed.  "He can," she said.  "He can see my beauty, as well as the ugliness in this world.  He sees his own kind as misshapen lumps of meat.  It is fate; he belongs to me," she declared with a dark smile.

     The Doctor frowned.  "And what will you do with him?"

     Saya gently took Fuminori’s hand.  "He will help teach me about love, and our children will make this world beautiful."

     "No, he won’t," he found himself saying.  "Because if you are what I think you are, you’d condemn the entire Human race to agony."

     "It is merely the pain of birth," Saya said with malevolent sweetness.  "Is that not part of love; the overcoming of obstacles with your chosen one?"

     "Let me take you home," he offered, but there was an undercurrent of danger in his voice.  "I can find a way to get you back to your own kind.  You can end this now."

     "What if I make this planet my home?"  Saya asked.  She caressed the patient’s forehead.

     "Then I’ll have to stop you."

     Saya’s smile didn’t fade one bit as she lunged for him.

********

     Homura was worried.  There was the sense of two distortions in the hospital.  It was one more than she had experienced in previous iterations.

     Re-living timelines had given her some advantage, but not as much as she’d hoped.  There were always the subtle differences that caught her unaware.  If it had been a strict repetition, she would have saved Madoka a long time ago.

     The variations upon variations had worn her down.  It had been so tempting to give up, to accept that Madoka was doomed in some fashion.

     The arrival of the Doctor and Donna had rekindled her hope.  He had given her the basic plan, but left the specifics vague.  Alternate timeline or not, she was still a Magical Girl.  Kyubey had a mental link to all Magical Girls, and thus might be able to read her mind.  The Doctor estimated that it would take weeks of probing for the Incubator to get through.  He had, however, reinforced her mental shields, just in case.

     She found herself before the entrance to the Witch’s lair.  The boundary shimmered before her as a vortex of darkness beckoned.  She heard footsteps behind her.  She turned to face Mami and Madoka.

     "I will take care of this Witch," she declared.  "Go home."

     "And you will take the Grief Seed for yourself?" Mami asked.  The blonde knelt down and touched the floor.  "I don’t trust you."

     Those were Mami’s last words before several ribbons sprung from the floor, entangling Homura.  Try as she might, the dark-haired girl simply could not get free.

     "Don’t struggle," Mami said softly.  "You’ll only hurt yourself."  She smiled.  "Now, be a good girl and stay out of my way."

     "This Witch is different from what you’ve faced!" Homura exclaimed.  "Madoka, don’t go in there!"

     "I’m protecting them," Mami said simply.  Then she transformed into her magical girl outfit and went into the vortex.  Madoka followed her meekly.

     After thirty seconds of fruitless struggling, she heard footsteps.  They were coming at a breakneck pace, as well as a persistent buzzing sound.  Looking up, she saw a pinpoint of blue heading towards her.  Moments later, the Doctor emerged into view.

     He had seen better days.  His doctor’s labcoat was torn and shredded in places, and he had a small gash on his cheek.

     "Homura, are you all right?" he asked.

     "What happened to you?!" she asked.

     He waved her off.  "I’ll explain later."  He examined the restraints.  "Oh, this really is a piece of work.  The fine effort and control required for an equivalent restraining matrix—"

     "DOCTOR!!!" she shrieked.  Now was not the time to be admiring handiwork.

     The Doctor blinked.  "Sorry.  Let’s see if I can’t disrupt this—"  He adjusted his sonic screwdriver and the restraints melted away.  "There we go!" he declared.

     She sprang to her feet and dashed towards the vortex.  Along the way, she transformed her clothes.  She only had time to mutter a quick "thank you" before she touched her shield.  Then, she was gone, running faster than normal eyes could see.

     The Doctor took out the capture crystal from his jacket.  He frowned thoughtfully as it pulsed green.  The pulses increased in frequency and then the crystal vanished.

     He decided to do the same.  It wouldn’t do for anyone to see him, especially not the girls or the Incubator.

     "Good luck," he said to the whirling vortex.  Then he was off.  He was certain that Donna would make a remark about his coat.

********

     Homura stopped to catch her breath.  She’d sprinted the entire way and she needed a moment to plan what to do.

     Everyone was frozen in time—or, at least, that’s what the scene looked like.  Mami’s expression was changing from confidence to surprise.  The source for this was obvious:  The harmless-looking creature that she had ensnared had a second creature pop out of its mouth like some obscene jack-in-the-box.  This creature had large, very sharp teeth, and it was about to devour Mami.

     For a brief moment, Homura entertained the notion of letting Mami be eaten.  The gruesome sight would certainly be persuasive.

     [ _Everybody lives, Rose!_   _Just this once, **everybody lives**!_ ]

     The voice echoed in her head.  It wasn’t the Doctor’s voice as she knew it, but it was definitely a fragment of his memories.

     Frowning, she pulled out her weapons and prepared herself.  Besides, the more Magical Girls they had, the better the chance that Madoka would survive.

********

     Mami could smell the fetid breath of the Witch as the second head emerged.  Its teeth dripped in anticipation as it lunged directly for her.  She tried to force herself to move, but the suddenness of this development had rooted her in place.  She could only gape as the creature’s jaws enclosed her head.  It moved too fast for her to even think about her life flashing before her eyes.

     Then a fusillade of gunfire dispelled the darkness.  The huge head splattered with a shriek, spreading its gore over her and the immediate area.  The tiny creature that she’d held with her ribbons was riddled with holes.  It screeched as it disintegrated.  The Grief Seed it left behind clattered to the ground.

     Mami sank to her knees.  Slowly, she felt her neck and found the faintest impression of teeth marks.  She started shuddering uncontrollably.

     "Mami!" Madoka exclaimed.  She started to head towards the blonde, but was stopped by the intensity in Homura’s glare.  Sheepishly, the pink-haired girl backed off and stood beside Sayaka and Kyubey.

     "You were careless," Homura said to Mami.  "You were overconfident.  You almost died, and so did they."  The dark-haired girl was resisting the urge to backhand the blonde, just to drive the point home.  Instead, she wrinkled her nose slightly at the stink of the Witch’s gore, as well as other unpleasant smells.

     "How--?" Mami began, unable to quite finish the sentence.  She was shuddering intensely.  "How did you get free?"

     Homura pointedly ignored that question.  She ratcheted up the intensity of her glare, and Mami found herself backing away.  She shifted her gaze to Madoka and Sayaka.  Both of them flinched.

     "This is not a game," she declared coldly.  "Mami Tomoe, I could have let you die.  I didn’t.  Think about it."

     An ominous groaning sound put an end to any further conversation.  With the demise of the Witch, the space was starting to collapse.  Homura snatched the Grief Seed that had been left behind and led the way.  She was holding one of Madoka’s hands.  The other was held by Sayaka, who looked quite shaken.  Mami was not far behind, with Kyubey perched on top of her hat.

     They made it out just as the Witch’s space vanished.  Madoka and Sayaka gasped for breath.  Mami and Homura, however, seemed only mildly winded.

     "Homura," Madoka asked as she gasped, "Why are you doing all this?  What was your wish?"

     A pained look briefly crossed Homura’s features.  It was so tempting to just blurt it out.

     "My wish has cost me," Homura admitted vaguely.

     "But what was it?" Madoka asked insistently.

     "It was probably a selfish wish," Sayaka suggested.  "That’s why she’s suffering so much."

     That was the last thing that the blue-haired girl said before she found herself sprawled on the floor.  Her left cheek felt as if it were on fire.

     "Sayaka!" Madoka exclaimed.  She went to her friend’s side and helped her up.  "You didn’t have to hit her!"

     The blue-haired girl gently touched her cheek and winced.  She tried to grin, but it turned into a lopsided leer.

     "Wow, I guess I really touched a nerve, didn’t I?" Sayaka declared.  "You couldn’t make a selfless wish, could you?"

     "I couldn’t," Mami said quietly.  This got everyone’s attention.

     "What do you mean?"  Sayaka asked.  "You didn’t have a choice."

     Mami shook her head.  "No, I had a choice.  I could have wished for everyone to be saved, not just me."  She started shaking, and tears welled up in the corners of her eyes.  "Just now, I was so close to dying!  I couldn’t even move!"

     "Mami—" Madoka began as she reached out to the blonde.  Before she knew it, she was drawn into a crushing hug.

     "I’M SO LONELY!" Mami wailed, and the tears flowed freely.  "My family’s gone, I have no friends and nobody understands!  Every night, I risk my life and nobody will ever know!  What kind of life is that?!"

     Homura wrenched the blonde’s arms apart, and Madoka staggered back.  She leaned against the wall to catch her breath.

     "Give me your Soul Gem," Homura said quietly.

     "What?  Why?"

     Homura’s glare became even more intense.  "GIVE.  ME.  YOUR.  SOUL.  GEM," she enunciated with emphasis.

     Shaken, Mami complied.  The gem had a considerable amount of muddiness inside.  It might have been her imagination, but it seemed to be getting darker by the moment.

     Homura tapped the Grief Seed to Mami’s gem, and the darkness was drawn out.  Mami’s Soul Gem was once again a bright golden color.  The dark-haired teen gently handed the gem back to the blonde.

     "You—why did you do that?" Mami asked.

     "Have you ever asked yourself what a fully corrupted Soul Gem means?"  Homura asked, not quite seething with anger.

     Mami shook her head.  "Doesn’t it mean that we just run out of magic?"

     Homura said nothing.  Instead, she transformed back to her school uniform and turned on her heel.  She didn’t move, however.

     "Miss Miki," she began in a quiet voice, "Do not ever ask me about my wish.  Nor should you make any assumptions about your own selflessness.  The one whom you would wish for would never know, nor would that person ever thank you."

     "He would thank me!" Sayaka blurted out.  Then she blinked as she realized what she just said.

     "Sayaka," Madoka began timidly, "you’d make a wish for Kamijou?"

     "I can accommodate you right here and now," Kyubey reminded them.

     The blue-haired girl seemed shaken.  "He said that his hands can’t be healed with today’s technology.  It would take a miracle for him to play the violin again."

     "Then your course is clear," Kyubey said.

     Sayaka took a deep, ragged breath.  It would have been so easy to say the words.  Then she had to remind herself that Kyubey was an amoral, single-minded, cannibalistic freak.  The creature was like the Monkey’s Paw, uncaring of the ramifications.

     "No, it isn’t," she said finally.  She turned her back on Kyubey.  "I’m going home.  Madoka, I’ll walk you to your house."

     "Mami?" Madoka looked tentatively at the blonde.

     "Yes?" the blonde asked, her voice trembling.

     "Want to visit my house?  Mom and Dad wouldn’t mind."

     "I—" she faltered.  "I don’t deserve that.  I don’t deserve anything."

     "Please?"  The pink-haired girl’s eyes were earnest and compassionate.

     Kyubey regarded the scene with no small amount of dissatisfaction.  Not only was this Homura girl actively trying to thwart the plan, but Mami had been shaken to her core.  The blonde had only the façade of stability and strength.  It had made her easy to manipulate, but now she was nearing her limit.  Soon, she would fall to despair, and Kyubey would be that much closer to meeting the quota.  It was certain that Madoka’s friendly gesture would prolong the inevitable by only a small amount of time.

     It would be necessary to find a replacement.  Kyubey had someone in mind.  One was fairly close by, and she had a history with Mami.

     Kyubey scampered off to reclaim its cast-off corpses.  The presence from the unearthly creature had gone.  That had been a most unpleasant experience, and most wasteful as well.  Wherever the creature had gone was none of Kyubey’s concern.  The Incubator was merely gratified that Mami hadn’t fought the horror; there was nothing to be gained.

     As Kyubey munched thoughtfully on the discarded remains, it considered a minor issue.  It pondered whether or not to check up on several magical girls that had gone silent.  The telepathic link did not inform the creature of their status.  They had simply vanished, or perhaps had died prematurely before they could be harvested.  There were always a few careless girls, but this was a steady progression.  It was as if they had vanished or died a few at a time on the same day.

     The question was whether or not it was viable to offer contracts to new magical girls.  Madoka was nearby, and with sufficient motivation, would provide enormous amounts of energy.  It seemed more efficient to stay with her and wear down her mental defenses.  Recruiting more magical girls around the world seemed wasteful in comparison.

     That decided, it devoured the last corpse and belched.  It scampered past the room where Saya had been.  There was no sound, except for the sigh of someone sleeping peacefully.

********

     "What happened to you?!" Donna exclaimed as the Doctor returned.

     "The capture crystal isn’t an option anymore," he replied, somewhat curtly.  He filled her in on the latest developments.

     Donna frowned.  "What about your other little project?"

     The Doctor managed a smile.  "Well, that part is going well.  I can’t do any time travel, but the old girl definitely gets me to where I need to be."  He patted the TARDIS console affectionately.

********

     The night had finally fallen upon the town.  The surrounding hills were dark, but they weren’t empty.  Two figures regarded the light from the town.

     "So," a petite figure began, "Poor old Mami can’t hack it anymore, huh?"  She took out an apple from the bag she held and bit into it.

     "She is beginning to deteriorate," Kyubey agreed.

     The girl took another bite and nodded.  "So, I just gotta be there when she falls, right?"

     "Indeed," Kyubey said.  "I have two prospects, but they are unusually resistant."

     The girl snorted.  "I’d have to crush the newbies, anyway.  They’d just get in my way."

     "Another Magical Girl could be helpful," the Incubator suggested.

     "Hah!"  The girl finished her apple and tossed away the core.  "Like I need the competition.  There’re only so many Grief Seeds out there.  I can cover this whole town by myself."

     "Actually, there is another Magical Girl besides Mami," Kyubey stated.  "I am unaware as to what her powers are, but she seems quite strong."

     "If she gets in my way, that won’t be a problem," the girl declared.


	4. Patience and Rekindlings

     Mami's nightmares were full of dark forms, dripping teeth and innocent-looking candy-like structures.  She was alone, and would always be alone.  She had no Soul Gem here, and she was in her school uniform.  Something that looked similar to Kyubey was by her side, but it said nothing.

     She fumbled around in this chaotic landscape.  Whispers that almost made sense taunted her ears.  She was helpless, without power.  To make things worse, her dream self stepped into something wet and messy.  Mami dared to take a look and immediately regretted it.

     She had just trod on her own ravaged, decapitated corpse.  Nearby were two other corpses that might have been Madoka and Sayaka.

     The scene changed to a familiar one.  She was younger, hurt, and pinned under the wreckage of the family car.  This time, however, Kyubey had not appeared.

     The broken bodies of her parents moved from their seats.  They jerked around awkwardly, bones cracking the entire way.  Sliding out of the shattered car windows, their features were mostly obscured in shadow.

     "Mami," her father rasped.  "You selfish little girl!"

     "You didn't save us!" her mother gurgled.  She pointed a broken finger at her.

     "You're a soulless thing now," her father said.

     "Wake up," a voice whispered from somewhere.

     "I'm trying!" Mami shouted.  "I can't—"

     She opened her eyes bolted upright in her bed.  In the darkness, she grabbed the first thing that she could reach and squeezed hard.

     Homura coughed.  She hadn't expected that reaction.  Instinctively, she hugged Mami back for a few seconds.  For a few moments, she could allow this foolish, fragile girl to be her friend.

     "Too tight," Homura grunted.  Then she gently, but firmly disengaged herself.

     "Miss Akemi?" Mami croaked in the darkness.  "What are you doing here?"

     The dark-haired girl tried to make herself just a bit more presentable.  Then she realized that it was useless, given the dim light.

     "I came to make you an offer," Homura said quietly.  "And please, keep it down.  I don't want to wake up Madoka."

     Mami nodded, her long blonde hair plastered with sweat.  She decided that Homura probably didn't mean her any harm.  The strange girl could have killed her in her sleep.

     "Mentally, you're in no shape to hunt Witches," Homura declared.  "You just had a nightmare," she observed.

     "I almost died," Mami replied.  "That's going to happen."

     Homura nodded.  "Then stop hunting Witches for a while.  Minimize any activity that involves your Soul Gem."

     "Then how do I—?"

     "I will share my Grief Seeds with you.  You shouldn't need many if you heed my advice."

     Mami fingered the blankets nervously.  "Why are you doing this?"

     "I have my reasons," Homura said vaguely.  "In return, I ask that you protect Madoka with everything you have.  Do not encourage her to become a Magical Girl."

     "But there are too many Witches—"

     "I'll take care of them," Homura said simply.  It was a tone that implied an undeniable fact.

     Mami tilted her head slightly.  "How strong **are** you?  One Magical Girl can't go up against an entire town full of Witches."

     "I'm not the strongest," Homura admitted, "but it's enough.  Protect Madoka however you can—even with your life."

     Mami shivered slightly as the afternoon's events replayed themselves in her head.  This odd girl was absolutely correct—again.  She had the feeling that Homura was being as truthful as possible.

     "I will," the blonde said finally.  "I'll steer her and Sayaka away from any areas that have Witches or familiars.  Then I'll contact you."

     "Good," Homura said with a nod.  She turned to leave.

     "I never thanked you for saving me, did I?" Mami asked.

     "We're Magical Girls.  We don't get thanks," Homura replied.  She hadn't turned around.

     "Well…thank you," Mami said earnestly.

     "Thank me after all this is over."  Homura didn't dare turn around and show her face.  Mami would have certainly asked why she was trying not to cry.

     "After what's all over?" Mami asked.  Homura, however, had leapt out of the window into the night.

     With a sigh, she burrowed underneath the covers.  She fell asleep quickly, and her dreams were considerably quieter.  A recurring theme seemed to be Homura's shield warding off attacks.  It was comforting to know that she wasn't by herself.

********

     Sayaka sat by herself at lunchtime.  Normally, she would have been with Madoka and Hitomi, but the morning’s events had left a bad taste in her mouth.  She wanted to be alone for a bit.

     The news had spread quickly through the school.  Her childhood friend, Kyousuke, had miraculously recovered the use of his hands.  He had been greeted by a throng of well-wishers.

     Sayaka didn’t hear about it from him.  He didn’t call her about the news.  Instead, he called Hitomi first thing in the morning.  When he arrived at school, he gave Sayaka a friendly wave before he was swept away by the crowd.

     _I guess that shows where I stand_ , she thought darkly.  _He probably wouldn’t have appreciated anything I did for him._

     She was a bit surprised when Donna sat on the bench next to her.  Wordlessly, she opened her lunchbox and took out a sandwich. 

     "Miss Noble?" Sayaka asked.  "What are you doing here?"

     "Eating lunch," Donna said between bites.  "I didn’t feel like eating in the office."

     "Oh."  Sayaka turned to her lunch and picked listlessly through it.  She was silent for a few minutes.  "This isn’t how I thought it’d turn out."

     "Hm?"  Donna wiped her mouth with a napkin.  "Sorry, how what would turn out?"

     "I should be happy that Kyousuke is back and that he can play the violin again, right?"

     Donna shrugged.  "Most people would be, I think.  I mean, it’s not like you’re going to tie him to a bed like that crazy lady in `Misery.’"

     Sayaka tilted her head to the side.  "What are you talking about?"

     The redhead frowned.  "Right, you probably haven’t seen that movie.  Well, most people would be happy to see a friend on the mend."

     "Yeah, I thought so, too.  So, why do I feel so miserable?"

     Donna tapped her chin thoughtfully.  "He’s a very popular sort, isn’t he?"

     "He’s a violin prodigy," Sayaka replied.  "He’s famous and everything.  Of course he’s popular.  We’ve known each other since we were kids."

     Donna nodded.  "So, how long have you fancied him?"

     Sayaka twitched.  "WHAT?!" she screeched.

     The older woman shrugged.  "How long have you fancied him?" she repeated calmly.  "Is it because he's a childhood friend?"

     Sayaka started trembling.  "That's none of your business," she said harshly.

     "I suppose not," Donna agreed.  "But you're obviously not talking to your friends about it."

     Sayaka started packing up her half-eaten lunch.  She was in no mood to talk to a nosey old lady.

     "What do you know about it?" she fired back.  The fact that she didn't stomp back to school was some indication that Donna had been spot on.

     "I was almost married once," Donna told her.

     "Poor guy," Sayaka said sourly.

     "Oi, watch it!" Donna exclaimed.  "Do you want to hear this, or do you want to just sulk until you explode?"

     Sayaka was about to leave, but there was some note of sincerity that had pierced her defenses.  With a sigh, she turned back and sat down.

     "Sorry," she muttered.

     Donna nodded.  "Lance was handsome, charming, funny, and very generous.  I was only a temp and he brought me coffee on the first day.  I mean, regular employees never did that for temps.  So, he made me feel special."

     "So, what happened?"

_He turned out to be a totally manipulative jerk who had been irradiating me for months.  He was also about to sacrifice me to an alien spider queen and her children.  Oh, and did I mention that the only reason he agreed to marry me was to shut me up?_

     That was what Donna did not say.  Even though she lived through it, even she had some difficulty believing.

     "He died in an accident, a fall," she said finally.  It had the benefit of being true enough.  Lance had no intention of falling into the center of the earth, but the Racnoss queen had had other ideas.

     "Sorry to hear that," Sayaka said.  She seemed genuinely contrite.

     Donna shook her head.  "It was a while ago.  The thing is, before he died, he showed me some sides that I didn't particularly care for.  He could be scheming, conniving, condescending, and--well, it turned out that he didn't fancy me as much as I did him."  She sighed.  "It doesn't hurt as much now, but back then?  I didn't deal with it well."

     "How do you make it stop hurting?"  There was a plaintive tone in Sayaka's voice.

     "Well, you're too young to go drinking--and, quite frankly, Lance wasn't worth getting drunk over.  You could down an entire pint of ice cream and make yourself sick," she suggested.  "I've done that once or twice.  I made Gramps worried and Mom just nagged me."

     "That doesn't help," Sayaka said archly.

     "No, neither of those things did," Donna agreed.  "It may not feel like it now, but things do get better over time."

     "Hitomi wants him," Sayaka blurted out.  Then she looked away.  "She was the first person he called."

     "Well, good for Hitomi," Donna said sarcastically.  "Is she one of those little perfect princesses?"

     "It seems like that sometimes," she admitted.  "Not only is her family rich, but she takes lessons for piano, traditional Japanese dance, and tea ceremony."

     "Oh no, she's not being shaped at all by her parents.  Of course not.  She's obviously doing this to rebel against her family by following their every whim to the letter."  Donna's sarcasm had not diminished one bit.

     Sayaka stifled a chuckle.  "Hey, she's my friend!"

     "And she'll still be your friend," Donna said.  "Personally, I'd let those two `perfect people' have each other.  Do you know what they say about the swan?"

     "What?"

     "The swan looks calm and serene on the top of the water.  Underneath the waterline, it's thrashing like crazy just to keep afloat."

     Once again, Sayaka stifled a chuckle.  She had seen both Kyousuke and Hitomi in their dark moments.  They, however, had not seen each other's faults.  Kyousuke could be entirely too sensitive and moody at times, and his dedication to music could be problematic.  Hitomi, though she was on good terms with her parents, was under enormous pressure. 

     "So, what do I do?"

     Donna shrugged.  "Tell him how you feel and then move on.  It’s a lot better than just keeping it a secret for their benefit."

     "That simple?" Sayaka asked.  "Just do that, and everything will be okay?"

     "Eventually," Donna said.  "I do have a question for you, though."

     "What?"

     "What would you sacrifice to make him happy?"

     Sayake looked thoughtful.  "Before today, I probably would have sacrificed anything.  Now, I’m not so sure."

     "Your happiness is important, too," Donna pointed out.

     "I guess so," Sayaka agreed.  Then her musings were interrupted by the murmur of her students heading back to class.  "Thanks, Miss Noble."

     "You’re welcome," Donna said pleasantly.  She watched Sayaka head back to the school.  With a sigh, she got up and prepared to toss away the half-eaten sandwich.

     "HEY!" a voice called from the bushes.  "You’re not gonna toss that out, are you?!"

     Donna blinked as a girl tromped out of the bushes towards her.  Her long red hair was done up in a high ponytail, bouncing with each step.  Donna noted that the hooded sweat jacket and jean shorts that the girl wore weren’t quite enough for early spring weather.

     "I’m sorry, did you want this?"  She offered the sandwich half to the new arrival.

     The young redhead snatched it and wolfed it down.  She was grumbling the entire time.

     "Can’t believe you were just gonna toss this out," she said between bites.  "Didn’t anybody tell you not to waste food?"

     Donna clamped down any indignation she might have felt.  Judging by Homura’s description, the girl in front of her was none other than Kyouko Sakura.  The young girl’s wish had gone horribly wrong, and Donna had cried when Homura told her.

     "You really were hungry, weren’t you?" she asked.

     "A little," Kyouko admitted.  Then her gaze turned wary.  "What?"

     Donna said nothing.  She went to the bench, sat down, and packed away her lunch.

     "I’ll be here tomorrow, if you happen to be in the neighborhood," she announced.

     Kyouko snorted in a most unladylike manner.  "Yeah, right."

     "There’s only one way to find out."  She smiled as if she were talking to a co-conspirator.

     Kyouko snorted again and was about to dash off.  "Thanks for the grub," she muttered before she left, her ponytail flying behind her.

_What a weird lady_ , Kyouko thought to herself.  _She didn’t ask me my name or anything_.

     There was something in her tone that got her curious.  She had the feeling that if she stopped by, the old lady might actually be there.  Of course, she’d been disappointed before.

     _Still, it couldn’t hurt to stop by_ , she decided.  _The old lady would probably just keep on wasting good food_.

     Kyouko considered herself a realist, her idealism burnt out when her family died.  She’d been surviving on the street, going where she wanted, stealing food when she could.

     Everybody had an agenda, she had discovered.  Everybody had hidden motives.  Even Mami in her most generous moods wanted someone to stay with her.  You were either the user or the used.

     For a brief moment, she felt a sharp pang of—something.  It wasn’t hunger, nor anything physically painful.  She was doing just fine on her own, thank you very much.

     Despite herself, she looked back.  Donna caught her eye and smiled.

     Kyouko turned away and dashed off.  Grief Seeds wouldn't appear right before her.  There was hunting to do.  It wasn't as if she was scared of Donna.

********

     Madoka had experienced many different kinds of fear in the last few days.  Right now, she was afraid for Hitomi.

     Just that morning, she had been happy that Kamijou had been released from the hospital.  Granted, Hitomi did seem a bit concerned that Sayaka didn’t have lunch with them, but it certainly couldn’t have made her depressed.  Hitomi always seemed full of quiet strength.

     On the way home, however, it was evident that Hitomi wasn’t herself.  She had this oddly fake smile on her face, and she had called Madoka by her last name.  It became clear that something was very wrong with Hitomi, and Madoka followed her to a warehouse.  There, several people prepared themselves for a journey to a promised land.

     Madoka could see the wispy black ropes that came from everyone there.  They all had the same vacant smile as they awaited something.

     She gasped as the bottles of cleansers were brought out.  Her mother had told her that certain chemicals could cause poison gas, killing everyone in the house.  The warehouse owner had been intent on doing that to everyone present.  Solemnly, he set down a bucket, berating his failures the entire time.

     Desperate, Madoka snatched the bucket and dashed off.  With all her strength, she threw the bucket at a window.

     It bounced off, leaving only a crack.  It certainly wasn’t enough to provide emergency ventilation.  Then Hitomi had punched her in the gut.  She fell to her knees, knowing that she had failed to save Hitomi and the others.

     To her surprise, the crack started spreading.  It became a spider web that filled the entire window.  Within seconds, the glass shattered into tiny pebbles.  For a brief moment, she thought that she heard a faint buzzing sound.  When the window had shattered, however, the sound was gone.

     Then the others approached, those who had been intent on blissful suicide.  They did not look happy that their intended method of reaching paradise had been thwarted. 

     The worst part was seeing Hitomi’s face, twisted with rage.  Even though Madoka knew that her friend was not herself, she would never be able to look at Hitomi the same way.  This was assuming that she would survive.

     Then Homura was there.  She simply seemed to appear out of thin air.  The long-haired girl stood between Madoka and the crowd.

     "Stay there," Homura said quietly.

     Before Madoka could respond, Homura seemed to vanish again.  Almost as one, the crowd stopped in their tracks and collapsed.  A moment later, Homura reappeared, looking mildly winded.  She tucked something into that impossible shield of hers.

     The dark-haired girl had taken no pleasure in using a taser against the crowd.  It was harsh, but undeniably effective.  She only hoped that there wouldn’t be many side effects.

     "Hitomi!"  Madoka exclaimed.  She forced herself up, ignoring the pain in her gut.  She made herself unsteadily to Hitomi and knelt down.  As she took Hitomi's hand, she seemed on the verge of tears.

     "They’re just stunned; they’ll be fine," Homura said.  She tried to be as reassuring as possible.  "Are you all right?"

     It was painful to see Madoka like this.  She wanted to give her a hug and tell her that everything would be fine.  It would be a lie, but it would have been what she needed.

     "I’m…" Madoka sniffled.  "I’m okay, I guess."

     "Good."  Homura gently put a hand on Madoka’s shoulder.  "The Witch is still around.  Stay close to me."

     The world distorted as the Witch made itself known.  Homura stepped in front of Madoka and pulled out a submachine gun from her shield. 

     Then the Witch's head exploded, followed by its chest (if such a term could be used) being run through.  There was a flash of dark red as the Witch was then bisected.

     Homura frowned.  This didn't happen in any of the previous timelines.

     The new arrival's red hair was long, somewhat ragged, and tied up in a high ponytail.  Her Magical Girl outfit was mostly dark red, sleeveless, but with a few hints of white ruffles.  A red Soul Gem was affixed to her chest, just above her heart.  Instead of being reassuring, there was an edgy, arrogant aura about her.  Her weapon, a spear, rested easily against her shoulder.

     "Kyouko Sakura," the brunette said neutrally.

     The redheaded girl flashed a grin.  "So, you've heard of me, have ya?  I thought that poor old Mami was taking care of this territory."

     "She is not alone," Homura pointed out.

     Kyouko made a thoughtful noise.  Then she craned her neck to see Madoka cowering behind Homura.

     "Don't tell me **you're** one of the potentials?"  The disbelief in Kyouko's voice was evident.  "Sure, you might be able to see Witches and familiars, but you don't have the guts to face them!"

     The redhead paused in her assessment as she heard footsteps.  Mami and Sayaka were running to the scene.  Mami had already transformed into her Magical Girl outfit, but Sayaka was only armed with a baseball bat.

     "Kyouko?"  Mami seemed hesitant, unsure of what to say.

     The redhead paused and sneered.  "Well, if it isn't poor old Mami," she said sarcastically.  "Last I heard, you almost checked out."

     "What are you doing here?" the blonde asked.

     Kyouko snorted.  "Ain't it obvious?  You can't hack it anymore; that's how you almost got yourself killed.  So, I figured that I'd pick up the slack.  The pickings over here are better anyway."

     "She's another Magical Girl?" Sayaka asked.  She did not, however, loosen her grip on her baseball bat.  Granted, it was enchanted by Mami, but there was something dangerous about the redhead.

     "So you're another potential," Kyouko said.  "What did Mami tell you?  Did she say it was going to be all fun and games where nobody gets hurt?  Did she ever tell you that sometimes things get nasty?"

     "Kyouko, I—" Mami began, but Kyouko wouldn't hear of it.

     "Save it," the redhead said harshly.  "You used me, just like everyone else does.  There's nothing you can say to me."

     "That isn't fair!" Sayaka exclaimed.  "Mami's just trying her best!"

     Kyouko took a step forward and got into Sayaka's face.  Her weapon wasn't pointed at the blue-haired girl, but the redhead was no less intimidating.  Sayaka's grip on her bat tightened.

     "You want to talk fair, girlie?" Kyouko asked.  "What's fair is that I'm taking that Grief Seed because I took out that Witch.  It's the rule of survival.  Mami may have filled your heads with junk about being beacons of hope or crap like that, but when it comes down to it, Magical Girls are just hunters.  There ain't nothing noble about it.  If you've got a problem with that, feel free to come get some."  The redhead's grip on her weapon tightened slightly.

     "Did Kyubey tell you about Mami?"  Madoka was still cowering behind Homura.

     "Indeed I did," Kyubey confirmed.  Almost everyone started as a pair of red eyes shone in the darkness.  Then, the familiar white form of the Incubator stepped out of the shadows.  "It was the only sensible thing to do."

     "Which means that old Mami, me and Miss Goth Wannabe over here are competing for limited resources," Kyouko declared.  "Since you two aren't in on this, I've got no reason to do much to you.  Get in my way, though, and I'll crush you."

     Homura stepped forward.  "The Grief Seed is yours," the dark-haired girl said with a frown.  "Take it and go."

     Kyouko smirked.  "Well, maybe one of you actually has some brains."  She knelt down and tapped the Grief Seed to her Soul Gem.  The gem brightened to a deep red.

     "Kyouko, I'm sorry," Mami blurted out.

     The redhead glared at Mami.  For the briefest of moments, there was a look of regret on Kyouko's face.

     "Yeah," she said gruffly, "we're all sorry, ain't we?  We Magical Girls are just a sorry bunch."

     With that, Kyouko turned around and left.  Once she was out of the warehouse, she jumped from building to building until she disappeared into night.

     Sayaka heard someone moan.  Looking down, she saw that it was Hitomi.

     "What happened to her?" Sayaka exclaimed.

     "Hitomi wasn't herself," Madoka said.  The pink-haired girl was trying not to cringe.  "She had a Witch's Kiss and she…"  Madoka paused, not sure of what else to say.  How could she tell Sayaka that Hitomi was about to commit suicide?

     "We should get her out of here," the blue-haired girl said.  Tucking her bat under her arm, she knelt down and prepared to lift Hitomi.

     "That would make things complicated," Homura said quietly.  "There would be questions that we can't answer.  We should go."

     "And leave her here?" Sayaka asked.  "I don't think so."  She jerked her head towards Madoka.  "I need some help; she's heavier than she looks."

     Madoka stepped out from behind Homura.  She hesitated for a moment.  Then she walked over to Sayaka to support Hitomi as they made their way outside.

     _Of course she would do that_ , Homura thought to herself.  _That's just the way she is_.

     "Kyouko…" Mami said almost to herself.  Her head was bowed, as if in shame.

     "Mami Tomoe," Homura said, her voice sharp.

     Mami looked startled.  There was a commanding tone in Homura's voice.

     "Yes?"  The blonde asked quietly.

     "I thought we agreed that you should minimize your hunting," Homura said sternly.  "You are in no condition to face Witches."

     "You also told me to protect Madoka with my life," Mami pointed out.

     Homura sighed, perhaps in resignation.  She'd forgotten about that part.  "And so you have," she agreed.  "However, you must not allow yourself to fall to despair in doing so."

     Mami blinked.  "Why?  Why is that important?"

     The long-haired brunette frowned.  "You cannot fight Witches effectively if you have not resolved your emotional burdens.  It's a matter of survival," she reminded Mami.

     "I KNOW THAT!" Mami exclaimed.  "Don't you think I know these things?"

     Homura approached the blonde.  Mami was understandably disconcerted.  The brunette was a mystery.

     "You may know it here," Homura said while pointing to Mami's head, "but you may not feel it here."  This time, she pointed to Mami's chest.

     "What do you know?" Mami asked defensively.  "How long have you been a Magical Girl?"

     "Does it matter?" Homura countered.  "You know I'm right."

     The blonde hesitated.  One of the most unnerving things was that Homura was usually right.  It was that practiced ease that got to her, even though the brunette eyed her almost dismissively.

     "That's interesting," Kyubey observed.  "Homura is undoubtedly a Magical Girl, yet I have no recollection of making a contract with her."

     "I'm right here," Homura said with gritted teeth.

     The Incubator tilted its head.  "Was that something to cause you to take offense?  Sometimes your Human customs baffle me."

     The brunette said nothing.  This was a ploy by Kyubey to get her to reveal some information.  The more mysterious she remained, the longer she could make preparations without its interference.

     "I'm sure they do," she said frostily.  Then her tone softened somewhat as she turned her attention to Mami.  "Go home with Madoka.  She's invited you, you know."

     "Where will you be?" Kyubey asked.

     Homura ignored the Incubator.  Instead, she turned on her heel and gave her hair an almost careless flip to the side.  A few moments later, she'd disappeared into the night.

     It wasn't easy talking to Hitomi when she finally woke up.  Between the three of them, they'd managed to take her out of the warehouse and on the familiar road to her house.  Mami had transformed back into her school uniform in the meantime and waited a respectful distance away.

     "So you're telling me that I had some sort of hallucination?" Hitomi asked.  She sounded a lot more like herself, albeit understandably baffled.  "I wasn't in a warehouse?"

     "No," Sayaka lied, mainly because Madoka wasn't good at it.  "You met up with Madoka and just collapsed.  Miss Tomoe helped us carry you here until you could wake up."

     "It felt so real," Hitomi remarked.  Almost absent-mindedly, she rubbed the knuckles on one hand.  Her expression went pale as she remembered why her hand hurt vaguely.  "Madoka, did I--?"

     "Did you what?" the pink-haired girl asked.

     "Did I…hurt you in any way?" Hitomi asked hesitantly.

     "Wow, that must have been some dream," Sayaka interjected quickly.  "You'd never hurt Madoka!"

     Hitomi turned this over in her mind.  The images that she remembered were so surreal.  It was totally out of character for her to do those things.

     "Of course," Hitomi finally said.  "Thank you both for helping me out back there.  I really don't deserve such friends."  She punctuated that with a low bow.

     Sayaka laughed nervously.  "Right.  Just get home safely."

     "You'll feel better after a good night's rest," Madoka suggested, perhaps a little too readily.

     Hitomi smiled and walked off.  When she was out of sight, Madoka and Sayaka stopped holding their breath.

     "Madoka?" Mami asked tentatively.  She'd been quietly examining her Soul Gem the entire time.

     "What is it?"

     Mami looked up.  Madoka and Sayaka noted that the gem was a bit dull, but not terribly dirty.  Judging by Homura's statements a while back, there was more to the color than just indicating magical power.  Whatever it was, Kyubey artfully danced around the subject.

     "May I stay with your family again tonight?"  Mami's voice quavered slightly.

     Madoka smiled.  "Of course you can," she replied.  She then turned her attention to Sayaka.  "Do you want to come along too?"

     Sayaka weighed her options before she shook her head.  "Nah, I'd better get myself home.  My parents are probably worried sick about me."  She turned her attention to Mami.  "Tomorrow, I'd like to know everything about Kyouko."

     Mami nodded.  "Try not to judge her too harshly.  You two are lucky.  You have your families.  Kyouko and I…don't.  I'll tell you what I know."

********

     _Whaddya know_ , Kyouko mused from the bushes.  _She actually showed up._

     Donna sat patiently on the bench.  She had a thermos of something and what looked like a couple of sandwiches.  She hoped that Kyouko didn't just ditch her out of spite.

     A rustle in the bushes got her attention.  Kyouko dusted off the leaves and ignored the small scratches on her legs.  Donna pretended not to notice them, nor did she comment on the leaves still in the girl's hair.

     "Yo," Kyouko greeted her.  "I'm surprised you actually made it."

     Donna shrugged.  "That's how I am.  I wasn't sure what you liked, so I got a BLT and a grilled cheese sandwich."

     Kyouko pointed to the thermos.  "What's in that mug thing?"

     "Tomato soup," Donna replied.  "It's comfort food.  Besides, there's still a bit of chill in the air."

     "`Comfort food,' huh?" the girl muttered.  She paused as Donna unwrapped the sandwiches.  "You take the first bite," she told Donna.

     Donna arched an eyebrow.  Then she took a bite out of the grilled cheese sandwich, chewed it and then swallowed.  She didn't comment on Kyouko's paranoia.  Given how long she'd been on the streets, it was probably quite justified.

     Satisfied that the sandwich wasn't poisoned, Kyouko took the sandwich.  After Donna took the first sip, the teenager took a generous cup of soup as well.

     They ate in oddly comfortable silence.  Donna didn't ask any questions.  It was rather relaxing, actually.  Kyouko didn't feel smothered like when she was with Mami.

     "You gonna finish the rest of that sandwich?" Kyouko asked Donna.

     The older woman smiled and handed it over.  Kyouko wolfed it down, unsurprisingly.  That accomplished, she hopped off the bench and prepared to leave.  The teenager hesitated for a moment.

     "Thanks," she said curtly.

     "You're welcome," Donna replied.  "I'll be here tomorrow if you want to stop by."

     "I dunno," Kyouko began, "I keep a pretty busy schedule.  I might find the time to keep you from wasting good food, though."

     She hesitated another moment.  She'd been living on the streets for a while, long enough to be cautious.  The night was full of things other than Witches and Familiars.  She couldn't trust anybody.  Still this situation demanded some semblance of politeness.  Besides, a free meal wasn't anything to sneeze at.

     "I'm Kyouko," she finally said, not even looking at Donna.  "You got a name?"

     "Donna," she said as she tossed away the sandwich wrappers.  "Nice to meet you, Kyouko."

     "Yeah," the teen said roughly.  "See you tomorrow?"

     "I'll be here."

     Kyouko dashed off with a rustle of leaves.  Silently, she wondered why she gave the old lady even that much leeway.

********

     "You look rather pleased with yourself," the Doctor commented.  It was the end of another day, an otherwise unremarkable one if you didn't know what they did behind the scenes.

     "Oh, I was just reminded that there are some things I can do that you can't," Donna said breezily.  "No offense, but I can't see you opening up to teenagers."

     For a brief moment, the Doctor had a distant look in his eyes.  Donna never asked much about his other companions.  Given that he'd lived for centuries, it was inevitable that companions would enter and exit his life.

     "I've had some experience with teenagers," he said finally.  "Not so much teenage girls, but I once knew this brilliant young man.  He was a math genius and he reminded me a bit of myself."  He shook himself out of his recollection.  "Well, I think that you'd get along better with the girls than I would.  Then again, Ace was in a class all by herself.  Not many teenage girls are explosives experts."

     "Explosives?!"  Donna gaped at him.

     He waved it off.  "It was her way of coping.  Besides, Nitro-9 came in handy quite a few times."

     "Thankfully, I don't have to worry about that.  I've just been having lunch with Kyouko for the last few days," she told him.  "She's a bit rough around the edges and selfish, but I know she still has a heart."

     "Funny," the Doctor began, "I thought the same about you when we first met."

     Donna frowned.  "Oi, watch it!"

     The Doctor smiled.  That calmed her down slightly.  She had to admit that she wasn't a nice person back then.  Traveling with him, however, broadened her mind.  Oh, the fire was still there, but the pettiness had diminished.  When the situation called for it, she still had quite a temper.

     "Sorry," he said quietly.  "You know, it occurs to me that we've been so busy with our project, we haven't had much time to explore."

     "Eh," Donna shrugged, "You've got your project and it's important.  I, for one, would like to get some shopping done.  I mean, it's not like we're lacking for space.  Besides, a little variety might be good for You Know Who, clothes-wise."

     "Good point," he acknowledged.  "Just try not to go overboard, all right?"

     Donna grinned.  "So, how much is 3 million yen in quid?  I never thought I'd have to convert those two."

     "I'd say roughly about 17000 quid.  Don't spend it all in one place."

********

     The local shopping center had a pretty good crowd.  It was just your everyday mall with the usual variety of people wandering about.  It was hard to believe that things such as Familiars or Witches coexisted with such normal surroundings.

     Before she could embark upon her shopping adventure, she saw an older man running frantically towards her.  The reason became clear as she saw Kyouko sprinting away with a paper bag.  Judging by what spilled out, it was full of apples.

     "STOP, you little THIEF!" he shouted.  "THIEF!"

     Kyouko's eyes widened as she saw Donna in her path.  Weighed down as she was, she was losing ground.  It was most likely that she was going to crash into the older woman, spilling the apples in the process.

     _What the HELL is SHE doing here_ , Kyouko wondered. 

     That thought lasted until Donna grabbed her firmly by one shoulder.  They collided and apples spilled out everywhere.  Kyouko righted herself and fixed Donna with a glare fit to kill.

     "WHAT THE—"

     Donna didn't give her the chance to continue.  She drew herself up and frowned.  It was time to unleash the Noble Temper.

     "Kyouko, how many times have I told you to CALL me if you're short on money?!"

     The teenager blinked.  This wasn't what she expected.

     "What--"

     "I'll bet that you've forgotten your purse again, haven't you?" Donna demanded, in full rant mode.  "Look at this!"  She gestured to the apples scattered on the ground.  "I could have spared you all this AND lent you a hand with the groceries!  Now after we talk to this nice man, we are going STRAIGHTAWAY home, no questions asked!"

     "What the--" Kyouko began, but stopped as Donna presented a sunny smile to the grocery worker who caught up with them.  He'd been led on a merry chase and he was most assuredly not happy.

     "Thanks for catching this little thief," the worker said.  "I've been trying to catch her for a while."

     "I'm terribly sorry about any trouble my niece may have given you," Donna said politely.  She dug out a 10000 yen note and handed it to the worker.  "This should help pay for what she's taken.  She's a good soul, but you know how kids are at times."

     "Hey!" Kyouko interjected.

     "That little girl's a menace!" the worker declared.  However, this didn't stop him from pocketing the bill.  "By all rights I should call the cops on her."

     Donna peeled off a second 10000 yen note and handed it to the worker.  He hesitated before taking it.

     "I assure you, we WILL talk about this.  We don't need the police involved in this," Donna insisted smoothly.

     For a long moment, the worker said nothing.  Then, he sighed and turned to leave.

     "Keep a tight leash on her," the worker said as he left.  "If I see her in my store without you around, I'm not going to let her off easy."

     Donna deflated as the worker disappeared into the crowd.  She then felt Kyouko struggling out of her grip.  She let the girl go.

     "Are you all right?" Donna asked.

     "Yeah.  No.  I don't know!" Kyouko exclaimed.  "What the hell just happened?"

     "You were in trouble.  I helped out.  It's not that hard to figure out," Donna finished with a shrug.

     "Life doesn't work that way!" Kyouko insisted.

     Donna said nothing.  Instead, she sighed and knelt down to salvage the apples that had spilled out.  Quite a few of them hadn't survived the impact.

     "I don't get you," Kyouko said quietly.  The fact that she hadn't ditched the scene was telling.  "Why are you doing this for me?"

     Donna smiled.  "Don't mind me.  I'm just a barmy lady who had a change of view.  Here."  She handed the bag to Kyouko, who looked equal parts distraught and puzzled.

     "`Barmy?'"

     "Wacky.  Crazy.  Nonsensical," Donna explained.  "It's a pretty common phrase where I come from."

     "Where's that?  You sound like you're talking normal Japanese.  Okay, there's a weird accent, but I can understand what you're saying.  I just don't get you."

     _Thank you, TARDIS translation circuits_ , she thought to herself.  It made communicating so much easier when you didn't have to carry phrase books.  "I'm from Chiswick.  It's in England."

     Kyouko tilted her head slightly.  With a sigh, she grabbed an apple and prepared to take a bite out of it.  Then a pang of something she suppressed everyday surged briefly to the surface.

     She felt guilty.  It wasn't something that she usually indulged in.  After all, Kyouko was more than willing to let people die in order to have Grief Seeds be available.  It wasn't personal; it was survival.

     There was something different about Donna.  She didn't make any demands.  She gave Kyouko her space.  She didn't criticize or even ask for anything.  Hell, she just paid off a grocery worker to keep her out of trouble, and for what?!

     Kyouko reluctantly offered Donna the apple.  It was clear that the teenager was struggling inside.

     "Want one?" she asked harshly.  "You paid for it, after all."

     "Thanks," Donna replied quietly as she accepted the apple.  _Heaven knows, you need it more than I do_ , she thought to herself.  She took a bite and munched on it thoughtfully.  "Maybe we could sit somewhere else?" she suggested between bites.

     "Yeah, okay," Kyouko replied distractedly.  They quickly found an unoccupied bench and sat down.  "You gonna give me a lecture now?"

     "No, I was about to get some dinner after finishing this up," Donna replied.  "Honestly, I'm not much for lectures.  I've always hated it when Mom gave them to me.  I can't imagine they're much better for anyone else."

     "Yeah," Kyouko agreed.  "I've had enough of lectures and sermons."  For a moment, Kyouko seemed much older than 14 years old.  That was one unfortunate side effect of being a Magical Girl:  You saw things that nobody else should, because that was part and parcel of the job.  She flinched as Donna gently touched her wrist.

     "You're hurting your hand," Donna told her.

     Kyouko blinked.  Then she realized that she'd been gripping her crucifix.  Letting go, she opened her palm and saw a cross-shaped indentation, but no blood.

     "It's nothing," Kyouko insisted.

     Donna was silent as she finished her apple.  She merely nodded in agreement.

     "You ever think about the future?" Kyouko blurted out.

     Donna shrugged.  "Sometimes," she admitted.  "I'd love to find a good man and settle down.  Right now, though, I'd like to travel as much as I can before then.  It's kind of like getting it all in while you can, you know?"

     "Yeah," Kyouko said, again without much inflection.  Putting the bag aside, she got up and stretched.  "Donna?"

     "Hm?"

     The teenager paused, not quite sure how to phrase what she had in mind.  She wanted to sound a little more polite than her usual vocabulary.  As galling as it was to admit, she owed the old lady.

     "Maybe one day, if I told you to turn left instead of right, what would you do?  I mean, if I said that just out of the blue, what would you do?"

     Donna shrugged.  "I'd turn left."

     "I could be leading you into a trap, you know," Kyouko suggested.   "You might be heading into a blind alley full of scumbags.  Knowing that, would you still turn left?"

     "Yeah, I would," Donna replied.

     Kyouko looked away, ashamed.  "You're an idiot," she declared, but without much heat in her words.

     "I've been called worse.  Besides, I don't think you're a bad person at heart."

     "HA!" Kyouko barked out.  "Shows what you know," she said acidly.  "I've seen and done stuff that would turn your hair white.  I just don't get why you're trying to be nice to **me** , of all people!"

     "Well, maybe it's because you're a fellow redhead.  You know what it's like, always carrying the temper around.  I'm a master of `open mouth, insert foot,' you know.  And I was a selfish, worthless little gossip that couldn't help but rant about everything."

     "What happened?" Kyouko asked.

     Donna smiled.  "Someone actually listened.  I got a different perspective on things.  I'm not talking about one of those self-help gurus or a shrink.  It's just nice to know that if you're shouting, someone can hear more than just the shout.  Or maybe I'm getting too mushy," she amended.

     Kyouko said nothing.  Then she got up from the bench and picked up the bag of apples.  She turned to leave, but stopped short.

     "You gonna be there tomorrow?" she asked Donna without looking back.

     "I'll be there," Donna promised.

     There was another pause.  It was filled with possibilities, some of them not good.

     "Okay," Kyouko said finally.  She tried to make it sound noncommittal.  "I might as well stop by."

     Without waiting for an answer, the redheaded teen left.  She was munching apples furiously on the way, more out of frustration than actual hunger.

     Donna looked at her apple thoughtfully.  Discarding the core, got up and spared a sad smile in Kyouko's general direction.

     _Well, it's something_ , she thought to herself.  _Now to get some shopping done for the Doctor's project.  I don't think he expected it to be such a nightmare_.


	5. Nightmares and Revelations

     Sayaka was dreaming, but it felt so real.  She could feel the rush of wind as she jumped from rooftop to rooftop.  She was dressed in a rather cute outfit with arm-length black gloves, a light blue cape, and a dark blue miniskirt.  A cutlass gleamed in one of her hands.

     _How could I ever regret this_ , she heard her dream self ask.  She was fighting Witches with a ferocity that surprised herself.

     Then the scene shifted.  She and Kyouko were arguing--no, fighting with weapons drawn.  Inwardly, Sayaka flinched at the wounds that were inflicted, but her dream self didn't seem to care.  The wounds were healing unnaturally fast.

     Then Madoka went between them and grabbed the dream-Sayaka's Soul Gem.  She threw it away, and all went black.

     The scene shifted once more to a dull-eyed Sayaka.  She had no idea what had just happened, but the Soul Gem she carried was black.  Her dream-self had a hollow smile plastered on her face.

     _I was so stupid_ , she heard herself say before everything went black again.

     With a start, Sayaka woke up.  She realized that she was soaked in sweat.  She then heard her mother calling for her.  A quick check of the clock showed that she'd slept at least five minutes past the alarm.  With a start, she jumped out of bed and changed into her uniform in record time.

     "Are you all right?" her mother asked.  Sayaka looked rumpled, and not from her rush to get dressed.  There were faint circles under her eyes.

     "I'm okay, Mom," she replied without too much conviction.  "It was just a nightmare."

     _Why would I dream about being a Magical Girl?_ she wondered to herself.  _I've already decided not to become one_.

     She met up with Madoka and Mami just outside her house.  Unfortunately, Kyubey was waiting alongside them as well.  They started walking to school, the Incubator scampering alongside them.

     Sayaka noticed that Mami had been keeping her promise to Homura.  The blonde had bumped into a Witch's nest or two, but called Homura for the cleanup.  Later, Mami had noted that either Kyouko was very good, Homura was cleaning up, or there just weren't as many Grief Seeds out there as before.

     "It is odd," Kyubey said without being prompted.  "Witch activity should not have dropped this drastically."

     _Damn it_ , Sayaka thought to herself.  _I'd forgotten that that thing can read minds_.

     "How do you know about Witch activity?" Madoka asked.  She couldn't quite bring herself to look directly at Kyubey.  "Do you keep track of the news or something like that for a lot of bad news?"

     "That would be inefficient," the Incubator stated.  "To sort out the miseries you Humans inflict upon yourselves from those caused by Witches would be time-consuming."

     "So how **do** you know if Witch activity is high or low?" Sayaka asked pointedly.  "If you don't look at people and you don't see what happens, does that mean that you can sense Witches?"

     Kyubey tilted its head slightly.  "I am able to make certain determinations from conditions you are not aware of.  I use this information to form a baseline and a comparison."

     "That didn't answer my question," Sayaka said.  She was getting tired of Kyubey's superficial explanations.  The creature claimed to always be telling the truth.  Maybe it was, but it certainly wasn't the **entire** truth.

     "I have been monitoring this situation longer than you think," Kyubey pointed out.  "In any case, your friend Hitomi appears to be nearby.  Further discussion may prove to be counterproductive, at least for you."

     With that, Kyubey jumped into some nearby bushes and dashed off.  Sayaka quietly seethed.

     "Are you okay?" Madoka asked.  Sayaka wasn't usually this edgy.

     "Just had a bad night," Sayaka replied.  "It's nothing to worry about."

     "Sayaka, you look really tired," Hitomi observed as she approached the group.  "Good morning Madoka, Miss Tomoe," she greeted them both with a formal bow.

     "I just had a nightmare," the blue-haired girl grumbled.  "It's no big deal."

     "A nightmare?" Hitomi asked.  "Can you remember what it was about?"

     Sayaka resisted the urge to make a sarcastic retort.  Hitomi's presence put her on edge, even though she'd settled things with Kyousuke a little while ago.  The young prodigy had been shocked, but quickly accepted that she wouldn't stand between him and Hitomi.

     _She's not my rival anymore_ , Sayaka reminded herself.  _She's only trying to help_.

     "Oh, the usual," she said nonchalantly.  "I was being chased by monsters, fighting someone, that kind of thing.  It was all a blur," she lied.

     "I see," Hitomi said.  "Sometimes when I can't get to sleep, I listen to music.  Or, I have a glass of warm milk.  If neither of those works, I use a white noise generator."

     "What's that?" Madoka asked.

     "It masks outside sounds.  I find it quite restful," Hitomi turned to Sayaka.  "If you like, I could let you borrow it for a bit.  I don't mind."

     Sayaka considered her options.  It might have been nothing, but at least Hitomi was making the offer.  It would've been rude to turn her down.  
     "Maybe I'll try it for a night," she replied.  "Thanks."

     Hitomi smiled.  "You're quite welcome."  She hesitated, as if she was about to say something.

     "What's wrong?"  Sayaka asked.

     "I'm…I'm glad we're still friends," Hitomi said awkwardly.

     _Well, yeah_ , Sayaka thought to herself.  _You only took the guy I was crazy for, broke my heart and got hit by a Witch's Kiss.  Anyone else would have ditched you, but I can't._

     "We're still friends," Sayaka confirmed.  "You might not want to bother Kyousuke when he's practicing, though.  He gets really temperamental if you do that."

     Hitomi sighed.  "I would have appreciated that warning a little earlier.  He also does not appreciate his sheet music being rearranged."

     Sayaka held back a chuckle.  This was no time for delighting in Hitomi's misfortune, no matter how minor.

     "He'll be broody for a week, but he'll get over it.  Just wait him out."

     "I see," Hitomi said.  "Is there any other advice that you would care to impart?"

     "No, I think you're doing fine," Sayaka replied breezily.  "Isn't that part of a relationship; to explore your partner's quirks?"

     "That wasn't very helpful," Hitomi commented. 

     Sayaka resisted the urge to remind Hitomi who had been pursuing Kyousuke in the first place.  This was all part and parcel of what dealing with the young prodigy was like.  His sensitive, perfectionist nature was an asset in his music, but not so much in dealing with people.

     Madoka and Mami watched the exchange, heartened that friendship could overcome many difficulties.  The blonde hoped that one day she could mend bridges with Kyouko. 

     Her stay at the Kaname household had been comforting.  Madoka's parents had welcomed her readily.  They were happy to see that their daughter was expanding her social circle.  Madoka's little brother had taken quite well to Mami, although he did commit an innocent faux pas or two.  The fact that she helped with the cooking certainly was a bonus.

     Mami had almost forgotten what a family was like.  Living on her own, there was no interplay of comfort and crisis, peace and abject chaos.  She remembered sleeping better than she had in ages, even in a guest bed.  She'd even made herself useful by helping Mrs. Kaname with dinner when she could.

     Part of her was afraid that this was only a dream.  She didn't want to wake up and find herself facing a monster or an alien in her last moments.

********

     Sayaka was almost dozing off when she heard her name called.  She'd cruised through the day and class was almost over.  She was looking forward to going home to her waiting bed.

     She considered herself an average student.  Mr. Smith, however, kept his lessons exciting with a smile on his face.  He was kind and he also made everyone feel special.

     In her very private moments, she would admit that she wanted to be special.  She and Madoka were alike in that way.  Despite her tomboyish, enthusiastic exterior, she had her sensitive and feminine moments.  Madoka was just more timid and sensitive than she was.

     "Have you been getting enough sleep?" the Doctor asked.

     "I just had some crazy dreams," Sayaka replied.  "Some of the stuff I remember just couldn't be true."

     "Well, some say that dreams are a window into what might have been.  You're just taking a peek, after all.  Or, it might just be last night's dinner mucking about," he joked.

     "Hey!" Sayaka protested.  "Mom's a good cook!"

     "Well, good," the Doctor said, his expression softening slightly.  "Seriously, Miss Miki, I do hope that you get some more rest."

     "I'll be fine, Mr. Smith," Sayaka replied.  "One of my friends offered me her white noise something to help."

     "A white noise generator?" the Doctor asked.  Then he grinned.  "Brilliant!  You'll be sleeping like a log!"

     Even through her fatigue, she had to smile.  Mr. Smith was just so infectiously enthusiastic.  He was a good teacher, too.  He made the boring and mundane interesting.  She wished that he would stick around a little longer.  It was a welcome change from the regular teacher.  She tended to rant and rave about her boyfriend.

     "I hope so," she said.  "I'll see you tomorrow, Mr. Smith."

     After she left, the Doctor made a nonchalant scan around the classroom.  Satisfied that Kyubey wasn't around, his smile faded.

     Sayaka having nightmares wasn't a good sign—at least, not those involving Magical Girls.  The dreams could have been echoes of past timelines exerting their influence upon the poor girl.  It was almost as bad as the walls between dimensions being breached.  He had no idea why Sayaka had been susceptible; Madoka or Homura would have been far more likely to have nightmares.  Unfortunately, the Doctor couldn't ask either of them.  Kyubey stuck to Madoka like glue and he'd instructed Homura to minimize contact with him and Donna.

     A white noise generator wouldn't get rid of the dreams.  Even with the sonic, there was no way to modify one to fully insulate Sayaka from the ripples.

     Then again, maybe he didn't have to **fully** insulate her.  The dreams were jumbled and frantic; that's how dreams were supposed to be.  However, they also contained information that the girls would need.  If Sayaka had truly refused to be a Magical Girl, perhaps she could thwart Kyubey in her own way.  Being armed with such knowledge, even fragmentary, could make all the difference.

     He made a note to find out when the generator would be delivered.  Of course, he'd have to schedule it around his current project.

     Packing up his things, he strode purposefully outside.  There, he saw Donna sitting on a bench, talking to Kyouko.

     "I've gotta get going," Kyouko announced as soon as she caught sight of him.  "Thanks."

     "You're welcome," Donna replied.  "I'll be here tomorrow."

     Kyouko nodded.  Then she dashed off, her ponytail trailing in the wind.  For a moment the two adults could almost imagine her in happier times.

     "It's past lunchtime," he observed.

     "She wanted to talk," Donna answered.  "It wasn't much, but she told me that she doesn't have a family.  That's progress, I suppose."

     She stopped when she realized that he wasn't responding.  Instead, he merely grinned and readjusted his glasses meaningfully.  That in itself was a telling gesture; they were being watched.

     "She seems like a nice girl," he said blandly.  "Come on, time to go home."

     "Can't we stop by that restaurant we talked about last time?" she asked casually.  "We've still got time."

     "Not as much as we'd like," he replied.  "Besides, I've got a lot to do tonight."

     "You're no fun," she complained.

********

     Kyubey watched the two adults for a minute.  Then it scampered off.  There was nothing unusual it could see in their actions.  They were just two friends who were going home.

     Incubators were not given to random bursts of inspiration.  They were intelligent and methodical.  There was a plan and it would be adhered to.  The alternative was to allow entropy to shorten the universe's lifespan.

     The plan was being interfered with.  By its calculations, Sayaka should have been a Magical Girl by this time.  Mami's initial overconfidence and psychological frailty should have been a lethal combination.  Kyouko was actually showing signs of empathy instead of her usual pragmatism.

     The greater picture was in question.  More Magical Girls had gone missing, without even a Grief Seed to mark their passing.  That was a waste, in the Incubators' opinion.  They had engineered a Soul Gem to constantly degrade, necessitating the hunt for Witches.  The only possibility of slowing that process down was a specialized temporal field.  This, of course, was outside the realm of Human technology.

     Kyubey mused that the first Magical Girl had become the first Witch by trying to solve Humanity's problems.  Then the cycle continued with new contracts being made to counter that girl's despair.  It was actually quite efficient with regards to energy investment and management.

     Logic would dictate that there was another player on the field.  However, the hive-mind could not conceive of what this could entail.  The higher races could hardly be bothered with this one Class 5 planet.  Any individual who would involve themselves with a nearly incomprehensible, emotionally unstable race like Humanity must have been utterly mad.

********

     Donna and the Doctor walked together for a few minutes.  Then the Doctor sighed and took off his glasses.

     "That thing was around, wasn't it?" Donna asked.

     "For a little bit, yeah," he confirmed.  "It didn't follow us.  We're in the clear for now."

     "I don't know if I can do this for another two weeks," she said.  "It hurts seeing those girls in that position.  And when I see that little white thing bouncing about with that fake little smile on its face…"  Donna sighed.  "Doctor, I just want to grab hold of that thing and choke it."

     "You can't," he warned her.  "Right now, I think that it's suspicious.  I'm glad that you and Kyouko are getting along, but you can't let it slip how much we know."

     "I know, I know…" she said wearily.  "If it's that bad to watch, imagine how bad it is for them to **live** through it.  I don't know how Homura can stand it."

     The Doctor smiled faintly.  Donna had been far from sympathetic when they'd first met.  Brash, loud and selfish, she was hardly in any position to care about others.  Though she hadn't lost her sharp tongue, she definitely saved it for those who deserved it instead of ranting to the world.

     "It helps when you know you're not alone," he pointed out.

     "Yeah," she agreed.  "Somebody's got to keep you in line, too."

     "Oi!"

********

     "I think you're outta line," Kyouko declared.

     "I know things that you don't, Kyouko Sakura," Homura reminded her calmly.  "For one thing, I have a good idea of your capabilities.  Are your illusion powers still not working?"

     Kyouko tried not to flinch.  She expected Mami to blab about the whole scenario to the other girls.  She never saw this odd girl hanging around, except for when there was trouble.  Still, she was nice enough to cook up some cup noodles for them both.  That was a plus, in her mind.

     They were in Homura's apartment.  It was a small place that was paid for by some distant relative.  There were newspaper clippings and bits of string plastered on the walls.  It was as if the dark-haired girl was trying to divine a location from past incidents.

     Honestly, Homura gave off an intense, creepy vibe to Kyouko.  Right now, she was resisting the urge to take her cup of noodles and run.

     "How'd you--?"  Kyouko asked, but she was interrupted by Homura's intense glare.  That rooted her to the spot more than any encounter with a Witch.

     "Madoka Kaname cannot be allowed to make a contract with Kyubey," she stated flatly.  "If she does, we will all pay the price."

     Kyouko regained some of her nerve.  "So whaddya want me to do?  You want me to tie her up and lock her in a closet somewhere?"

     "No."  The glare came back for a few seconds.  Then Homura's expression softened slightly.  "I realize that I am asking a lot for you to trust me."

     "No kidding," Kyouko replied.  "I'm surprised that you didn't get Mami for your plan."

     "Miss Tomoe's current mental state is more fragile than I'd like to deal with," Homura admitted.  "She's actually taken my advice and minimized her hunting.  In return, I've kept her Soul Gem in good shape by sharing the Grief Seeds I get.  For now, she's out of the loop."

     The redhead finished off her cup of noodles.  That done, she nodded her thanks to Homura. 

     "I don't get you," Kyouko said.  "One moment, you're acting all cool and aloof.  The next, it's like you're trying to get me and Mami to be a team with you.  What's the deal?"

     Homura frowned.  Then she pointed to a map on her wall.

     "There is a very powerful Witch coming," she told Kyouko.  "It's something that no single Magical Girl can take on.  I need help—and believe me, this is a very difficult admission for me to make."

     "How do you know about this?"

     Homura looked away slightly.  "I can't tell you—not yet, anyway."

     "How do you know about me?"

     The long-haired brunette looked pained for a moment.  "I can't tell you that either.  I'm sorry."

     "You're asking an awful lot on faith," Kyouko pointed out.  "I don't have much of that to spare."  Unconsciously, her hand went to the crucifix she wore under her jacket.

     "I know," Homura acknowledged.  "I also know that if Walpurgis Nacht isn't stopped, everyone dies.  You know the effect of one Witch's Kiss.  Now, multiply that a thousand times over."

     Kyouko considered it.  "Crap," she muttered.  "You're serious, aren't ya?"

     Homura looked up.  Her facial expression was the same, but her eyes—they hurt to look at.  This was a girl who was revealing how much pain she'd been through.

     Kyouko winced.  She'd seen the same expression on her own face entirely too many times.  Even as traumatized as she was with her own issues, it was difficult not to lay a reassuring hand on Homura's shoulder. 

     "What've you seen?" Kyouko asked, her voice almost a whisper.  "How can you still keep going?  I mean, I thought **I** had it bad, but you?  You look like you've been going through Hell for years."

     Homura managed a very small, very sad smile.  "You're not wrong," she admitted.  "That's why I need your help.  We'll need Mami's help as well—not now," she amended, "but when she's emotionally more stable."

     The redhead flinched.  "We won't need her," she declared.

     "We'll need her experience and power," Homura insisted.  "Three Magical Girls working together increases our odds of winning."

     "If you needed more Magical Girls, you could've just had Sayaka or Madoka join up," Kyouko reminded her.  She took a step back as Homura glared at her.

     "Would you want them to live our lives?" the brunette asked sharply.

     Kyouko looked away.  "No," she admitted.  "I mean, Sayaka can act pretty self-righteous, but I wouldn't want to have her as a Magical Girl.  She'd get all broken up inside."

     _You have no idea_ , Homura thought sourly.  In every loop where Sayaka had become a Magical Girl, she died.  Her confidence had been shattered by the consequences of her choice.  In other loops, Sayaka changed from an overconfident hero of justice to an insane, shattered wreck of a girl.  It was as if some nihilistic soul had decreed that to be a law for their personal amusement.

     This time was different.  This time around, things were starting to look up.  Homura prayed constantly that this would truly be the end of her ordeal.

     "I'm glad that she isn't," Homura said quietly.  "I've seen more than enough pain."

     "Haven't we all?" Kyouko muttered softly.  She sighed and then stood up.  "I'm in," she declared.

     Homura stood up as well and hesitantly extended a hand.  The expression on the brunette's face was far more open and honest than usual.

     "Thank you," Homura said.  It looked like she was trying hard not to cry.

     Kyouko looked embarrassed.  Then she took Homura's hand in a very quick handshake.

     "Yeah, um," she said while fidgeting.  "Thank me after we kick this thing's ass."  A thought occurred to the redhead.  "You got a spare uniform lying around?"

     "In the closet," Homura answered.  "Why?"

     "I gotta talk to Sayaka.  A uniform might help me blend in.  There's an old lady there I owe, too."

     The brunette tilted her head slightly.  It was an odd request, but not unreasonable.  She could guess who the "old lady" was.

     Homura nodded.  She remained silent as Kyouko helped herself.  Things were getting more off the beaten track of her past attempts.  Every day, she prayed that the nightmare would end.

********

     Sayaka was not having a good dream.  Once again, it was of her nonexistent adventures as a Magical Girl.  There were flashes of crimson as her dream self was being attacked.  It was clear that she was not doing well.

     The scene shifted to an overpass at night.  Her dream self held a blue Soul Gem, probably about to transform like she'd seen Mami do.  Then Madoka dashed towards her and wrenched the Gem out of her hand.  The pink-haired girl threw the Gem over the side.  That was Sayaka's last sight before everything went black for a short time.

     When her dream self regained consciousness, almost everybody around her looked stricken.  Madoka was in tears, Kyouko couldn't meet her gaze and Homura—well, she looked pained.

     About the only individual who didn't look disturbed was Kyubey.  The creature tilted its head to one side, as if it was pondering something.  Then it opened its mouth to speak.

     "I just don't understand you people," Kyubey declared.  "Why does it matter where you keep your s—"

     Sayaka grimaced as the alarm woke her up.  She flailed around and tapped the snooze button, nearly knocking over a pad of paper on her nightstand. 

     "Sayaka," her mother called out, "It's time to get up!"

     "I'm up," she said, her voice creaking.  "I'll be right down."

     "Right down" was a relative term.  She spent a few moments noting the contents of her latest dream while getting dressed.  Something told her that what she was seeing was important.  The fact that she was having such vivid dreams had to be a sign.

     Her mother sighed as she noticed Sayaka's pace.  The poor girl couldn't seem to get a good night's sleep lately.  She hoped that Hitomi's little contribution had helped, but Sayaka still looked sluggish.

     "Did you have another nightmare?" she asked as Sayaka sat down.

     "Something like that, Mom," she confirmed.  "It wasn't scary, just really weird."

     "Maybe you're trying to work something out in your head," her mother suggested.  "I certainly had a lot on my mind when I was your age."

     _You have no idea_ , Sayaka thought ironically.  "I guess so," she said aloud.  "I just wish that I'd figure it out soon so that I could have some good dreams."

     "It'll take time," her mother reassured her.

     Sayaka poked at her breakfast.  Then she noticed an extra place set at the table.

     "Mom, do we have a guest or something?"

     "Oh, your friend Kyouko's waiting outside.  Could you let her know that breakfast is ready?  She said she left home in a hurry."

     Sayaka blinked.  "Kyouko?"

     Her mother nodded.  "Yes, we met just outside.  She said that she goes to school with you."  She noted her daughter's reaction.  "Is there something wrong?"

     Sayaka shook herself out of her reverie.  It was best if she played things cool.  Kyouko might have been violent, but she certainly wouldn't wish harm upon her family, right?

     "Nothing," she lied.  "It's just that I didn’t expect her so early in the morning."  That was the truth, at least.

     "Friends can often surprise us," her mother said kindly.

     "Yo," Kyouko greeted them.  She was dressed in the same uniform that Sayaka herself wore.  She was also holding the standard school bag over her shoulder.  Kyouko just looked like another student until you took a deeper look at her eyes.

     Mrs. Miki didn't comment on Kyouko's appetite.  Instead, she wordlessly refilled the redhead's rice bowl, happy that Sayaka had found another friend.

     After breakfast, Sayaka's family saw them off.  By all appearances, it was just another day.  Looking at the two of them walking together, all was not entirely well.

     "This is a surprise," Sayaka remarked, trying to stay cool.  "Are we walking to school together?"

     Kyouko shrugged nonchalantly.  "I figured we might as well.  Of course, your Mom was nice enough to invite me to breakfast."

     "Where'd you get the uniform?" the blue-haired girl asked pointedly.

     "Goth girl loaned it to me.  She ain't so bad when she's not being creepy or intense."

     "You mean she's got more than two expressions?" Sayaka joked.  Then she noticed that the redhead wasn't laughing.  "Sorry," she muttered.  "I've been having some rough nights."

     "You don't say," Kyouko said sarcastically.

     "Not like yours," Sayaka said quickly.  "I mean, I've been having weird dreams.  I keep dreaming that I'm a Magical Girl and I'm going through all these kinds of Hell."

     "You're not that far off," Kyouko observed.  "Don't tell me you want in on the action?  I thought you'd settled that."

     "I don't," Sayaka insisted.  "Each time I dream, though, we're all friends.  We're all Magical Girls and we're fighting the monsters together."

     "Ha!"  Kyouko snorted derisively.  "With all our issues, that's not happening."

     "It'd be nice, though," Sayaka said almost wistfully.  The implication was clear:  Make up with Mami.

     "Yeah," the redhead said gruffly.  Then something occurred to her.  "How much did Mami tell you girls about me?"

     Sayaka stopped short.  She looked incredibly sad for a moment.

     "She said enough," the blue-haired girl replied.

     Kyouko snorted.  "That's Mami for you:  Big eyes, big boobs and big mouth."

     "I don't know how I'd feel if I went through—" 

     "Yeah, that's my life," Kyouko interrupted.  She tried to sound a little too casual.  "I do what I've gotta."

     Sayaka noted that the redhead seemed to be almost trying to justify her actions.  Despite the rough exterior, Kyouko still felt immensely guilty about her family.  Being a Magical Girl was pretty much all she had left.

     "Is there another reason for the uniform?" Sayaka asked.

     Kyouko frowned.  "Are you always this nosey in the morning?"

     "It's a simple question."

     The redhead hesitated.  "There's someone I've gotta talk to at your school.  I figured I'd attract less attention dressed in this."  She paused and fingered her skirt.  "How the hell do you keep warm in this outfit, anyway?!"

     "Says the girl who wears jean shorts in April," Sayaka remarked.  "You get used to it."

     "I'd like to strangle whoever came up with this uniform," Kyouko muttered darkly.

     "It looks good on you," Sayaka teased.

     That stopped Kyouko in her tracks.  "I ain't that way, you know."

     The blue-haired girl paused as the implications hit her.  She opened her mouth, but nothing came out for a few seconds.

     "That's not what I meant!" she exclaimed awkwardly. 

     Kyouko grinned.  "Heh.  I know.  I'm just messing with your head."

     "You—"  Sayaka fumed for a bit.  Then her eyes caught sight of the ring on the redhead's right hand.  It was tiny, inconspicuous—and for some reason, she knew that it was terribly important.  "You should really be careful with that."

     "I've got it covered," Kyouko said breezily.  "Besides, it's a lot easier to keep around like this.  Letting ordinary people see my Soul Gem is just begging for trouble."  She frowned.  "What's with you, anyway?  You just got all serious now."

     "Why's that thing called a Soul Gem, anyway?" Sayaka asked.  "It's a pretty weird choice for a name."

     "I dunno," Kyouko shrugged.  "That's just what Kyubey called it."

     "Yeah, that's what Mami said too."  Sayaka looked thoughtful.  Then she heard Kyouko snort as they approached Madoka's house. 

     Mami was waiting patiently outside alongside Hitomi and Madoka.  For a brief moment, the blonde looked ashamed, but she didn't approach them.

     "Speak of the bimbo and she shall appear," the redhead grumbled.  "I've gotta go.  I don't need to deal with her crap first thing in the morning."

     "Wait—" Sayaka called out, but it was too late.  Kyouko had broken off and dashed to a nearby side street.

     Her friends had differing expressions as she approached them.  Mami couldn't meet Sayaka's gaze.  Madoka looked worried, but said nothing.  Hitomi was merely curious.  

     "Good morning, Sayaka," Hitomi greeted her.  "Who was with you just now?  I didn't recognize her.  Is she a friend of yours?"

     Sayaka paused.  "I hope she can be someday."

     "It's complicated," Mami said vaguely.

     Puzzled, Hitomi took the hint and changed the conversation to more pedestrian topics.  Still, it was an awkward walk to school.

********

     Kyouko had no idea where she was going, at least, not in the school.  It was an awkward feeling, pretending to be a student.  She hadn't attended her own school for months—not since her family died.  There didn't seem much point, after all.

     She didn't want to just go through the rooms and shout for Donna.  That would have caused far more trouble than she was prepared to deal with.  It wasn't like some stranger would just go up to her and help her—Donna being the main exception, of course.

     "You look a bit lost," a male voice said from behind her.

     Kyouko tried not to flinch as she turned around.  She'd been so preoccupied with her plan that she didn't even hear him approaching.

     The Doctor smiled as he tried to put her at ease.  Judging by her reaction, it was likely that she might have bolted.  She'd obviously come to the school for a reason.  He suspected that she just wanted to talk to Donna about something.

     "Uh, yeah…" Kyouko said hesitantly.  "I'm still not used to this place."  Well, that was something akin to the truth, anyway.

     "I know what you mean.  I've been here for a little over two weeks and I still make the wrong turn once in a while."  He grinned and held out his hand.  "I'm John Smith."

     "Really?" Kyouko asked as she took his hand.  She noted his firm, friendly grip.  "People actually name their kids `John Smith?'"

     "It was Mom's idea," he joked.  "Are you looking for someone?"

     "Yeah, I'm looking for an older lady named Donna.  She's a little shorter than you, with long red hair."

     "Oh, right!" the Doctor exclaimed.  "Of course I know her; she's my assistant.  She helps me out with the paperwork and everything."

     _Well that's lucky_ , Kyouko thought to herself.  _He seems like a nice guy_.

     "Do you know where her office is?"  She tried to tone down the roughness in her speech.  It wasn't easy, but she managed to sound a little more like an average girl.

     "It's three doors down and to your left.  If you hit the staircase, you've gone too far," he responded.  The Doctor looked thoughtful for a moment.  "Shouldn’t you be heading to class right about now?"

     "Uh—" Kyouko hadn't anticipated this.

     "Oh, wait, that's why you need to see her!" he exclaimed.  "Let me guess:  The transfer paperwork didn't make it?"

     The redhead blinked.  That actually sounded pretty plausible.  She decided to roll with it.

     She laughed nervously.  "Yeah, something like that.  I guess it must've gotten lost during the move.  I didn't even get any books or anything."  _Wait_ , she thought to herself, _was that laying it on too thick_?

     "Ah, bureaucracy," he said with no small amount of sarcasm.  "I sometimes think that the sun won't rise until somebody fills out a form.  Well, Donna should help you get it all sorted out.  She's very good at it, you know.  Off you go then, Miss…sorry, I don't seem to have your name."

     "Sakura," Kyouko said automatically. 

     "Is that a given name or family name?  Sorry for asking, but it's a bit ambiguous."

     "It's a family name," she replied.  "My given name's Kyouko."

     She tried not to wince as she realized what she'd done.  She'd just given a total stranger her full name.  That was something you never did on the street.  This man just seemed so friendly, and he knew Donna. 

     The Doctor appeared oblivious to her inner turmoil.  Instead, he bowed slightly and grinned.

     "Nice to meet you, Miss Sakura," he said.  "I hope that you like it here."

********

     Kyouko was about to enter Donna's office when she heard the sound of paws scrabbling around.  She didn't turn around; she knew that sound all too well.

     _What are you doing?_   Kyubey sounded curious through the mental link.  _Shouldn't you be hunting Witches?_

     _I've gotta take care of some stuff_ , Kyouko replied mentally.

     _This is nonproductive_ , Kyubey mentally declared.  _There are no Witches in the immediate area.  And I fail to see why you are cooperating with Homura Akemi.  Grief Seeds are a limited resource._

     "Quit nagging me, will ya?!" Kyouko exclaimed.  "I'll do what I've gotta when I feel like it, okay?!"

     The door opened, much to Kyouko's surprise.  Donna seemed curious as to what was causing a commotion.

     "What's going on—oh, that's a different look," the older woman remarked.  "Did you just transfer in or something?" 

     Kyouko froze.  She'd had a perfect line to use on Donna, but now her mind was entirely blank.  Well, it was blank except for the dark thoughts regarding Kyubey's invisibility.

     "Something like that," Kyouko said awkwardly.  "I, uh, I dunno how stuff like this works.  I mean, I got no paperwork, no proof, and even this is borrowed."  She fingered her uniform sweater nervously.  "I don't even know why I'm here."

     Donna smiled.  "Come on in.  I'll work something out, get everything sorted."

     Kyouko flashed a defiant grin to Kyubey as she closed the door.  The Incubator didn't appear to react, except to twitch its tail slightly. 

     This most recent turn of events was most dissatisfying, it observed.  This sense of cooperation and well-being could not be allowed to continue. 

     _Mami_ , it called out telepathically.  _It appears that Kyouko is now a student at this school, at least for the time being.  Are you not concerned?_

     _I'm a bit busy_ , came Mami's response.  _I'm taking a test right now._

     _You do realize that if all of you are in classes, any Witches in the area are free to roam?_ Kyubey pointed out.  _I simply do not understand Human priorities.  People could very well be dying as you sit there._

     Mami was silent for a few moments.  Kyubey could feel the hesitation and uncertainty in their mental link.

     _I suppose you could continue your agreement with Homura Akemi_ , Kyubey said reasonably.  _It appears to be quite beneficial, a classic case of symbiosis.  Then again, I am unable to read her mind.  As such, I cannot ascertain her intentions._

     _I have a pretty good idea of her intentions, as you put it_ , Mami thought indignantly.  _I almost died!_   _I needed the time to recover!_

     _You have not mentally recovered yet_? Kyubey asked.  _That is most unfortunate.  You, Kyouko and Homura may be among the last Magical Girls on this planet._

     Kyubey could easily imagine the shock on Mami's face.  What it just revealed was perfectly true.  The circumstances behind this progression had not revealed themselves.  Still, this fact could be used to motivate Mami to take a more active role.

     _How is that possible?!_   Mami's confusion was almost palpable through the mental link.  _What's happened to them?_   _Haven't you been making contracts with other Magical Girls in the meantime_?

     _Suitable candidates have not presented themselves_ , Kyubey replied.  That was true enough; Madoka was the most desirable candidate.  _As to what is happening to the others, I do not have that information.  In any case, I have taken up enough of your time.  You should focus on your test now._

     Kyubey closed the mental link.  It could sense Mami getting in touch with the others, although Homura's response was terse.  The Incubator noted that her mental shields were exceptionally strong.  It had little idea of what she was going to do.  Mami, however, was far easier to manipulate.  Kyubey suspected that she would resume her duties shortly.

********

     "Are you out of your mind?!" Sayaka exclaimed.  She didn't quite mean to, but what Mami had just told her rubbed her the wrong way.  She especially didn't mean to say it during lunchtime.

     "I don't have a choice," Mami insisted.  "If Kyubey is correct, then I should be doing my part against the Witches.  While I'm grateful to Miss Akemi for her help, I cannot let others take the risk while I am on the sidelines."

     "But Mami," Madoka began, "haven't you done enough already?  Haven't you been through enough?"  The pink-haired girl looked like she was about to burst into tears.

     "It isn't a matter of what I've been through," the blonde said.  She considered her next words carefully.  "It's a matter of what has to be done.  How could I live with myself just sitting off to the side while others are risking their lives?"

     "A noble sentiment," Homura said from behind them.  When the girls turned, they saw that her expression looked torn and conflicted.  "If you choose to follow this path, Mami Tomoe, I may not be able to help you."

     Mami smiled weakly.  "I know.  I truly am grateful for your help, Miss Akemi.  It's just--I have to be true to myself.  You understand, don't you?"

     Homura couldn't quite meet Mami's eyes.  "Just this once, I'd hoped--" she muttered.

     "Hoped what?" Kyubey asked from below.  "What exactly do you hope for, Akemi Homura?  Of all Magical Girls, you still remain a mystery to me."

     Homura clenched her jaw.  "You really are despicable," she declared quietly.  She fought down the urge to stomp on the Incubator, knowing that it would be a futile endeavor.

     "I don't understand what you mean by that," Kyubey said in a reasonable tone.  "What have I said that would deserve such a reaction?  I merely informed Mami about the current situation, one which I have little control over.  It only seemed reasonable for her to become more active."

     "She doesn't need to put herself at risk!" Madoka shouted.  Then she blushed as her schoolmates gave her odd looks.

     "Hey, what's all the shouting..." Kyouko paused as she noted the crowd.  The redhead grimaced slightly as she saw Mami.  "I just had a good lunch, too," she sighed.  "Now I might get indigestion looking at your stupid face, Kyubey."

     "How unfortunate," Kyubey said.  "That may impair your performance after school."

     Kyouko bit back a remark.  Two of her least favorite individuals were in the same place.  To her credit, at least Mami looked ashamed.  Kyubey just had that neutral expression on its face.

     The day had started off fairly well, too.  She'd spent most of the day with Donna as she "sorted out" the paperwork.  Kyouko hadn't actually been to class, a fact that drew some attention from Donna's co-workers.  Donna, however, managed to silence them with a knowing stare.  Kyouko had the impression that the older woman knew where the figurative bodies were buried in her workplace. 

     It had been a promising start.  Then she received Mami's all-call telepathic announcement.  It took a lot of self-control not to hunt down the blonde and smack her silly.  Now, here was her chance to lay it all out.

     "I got your message," Kyouko said to Mami.  "I think you're an idiot for going back out there.  Besides, ain't it convenient that there ain't no Witches or Magical Girls anywhere else in the world?  The fight just happens to be where **we** are?  Did y'ever think of that?"

     Mami looked up, awareness dawning on her face.  "I actually had not considered that," she admitted.  "It does seem convenient that we Magical Girls are nearby to counter the Witches.  If Witches truly arise from Human misery, why would they be confined to this one place?"

     "Yeah," Sayaka agreed.  "It's enough to make someone think that this whole game is rigged."  She glared pointedly at Kyubey.

     "Perhaps you have forgotten, Sayaka Miki, that I do not lie," the Incubator pointed out.  "I can easily say that this is not a game."

     "Kyouko!" Donna called out.  "Don't forget that you're in Mr. Smith's class."  The older woman noted the crowd and tried not to react.  She could see Kyubey perfectly through her glasses, but resisted the urge to step on the creature.  "Oh, you're having some girl talk with your friends?"

     Kyouko smiled uneasily.  "Yeah, we're having a little chat.  It's teenager stuff, nothing you'd be interested in."

     Donna tilted her head slightly.  "You're not talking about boys, are you?  The stories I could tell you—"

     "Uh, no," Kyouko said hurriedly.  "Wait, which class did you say I was in?"

     "I had to put you in Mr. Smith's class," Donna said.  "It was the only one that had any room."  She turned her attention to the rest of the girls.  "Could anyone here help Kyouko out with books and notes?  Her transfer paperwork seems to have been lost along the way."

     For a moment, there was an awkward silence.  Then Sayaka raised her hand.

     "I'll help out," the blue-haired girl said, but a bit unsteadily.

     Donna smiled.  "Thank you, Miss Miki.  As for the rest of you—well, be kind to her, all right?"

     There was a general chorus of agreement.  However, there seemed to be a note of uncertainty.

     Kyouko smiled.  It wasn't the sneer that she showed to others.  It wasn't a fake smile.  Even if this was a spur-of-the-moment decision, she felt like she belonged someplace.  Her cynical survivor instincts, however, were telling her that something was bound to happen.

********

     Mami wasn't sure what was going to happen.  She'd been away from patrolling long enough for the routine to feel awkward.  She'd been walking around, using her Soul Gem as a kind of divining rod.  To conserve power, she wouldn't transform into her Magical Girl outfit until she needed to.  Granted, she wasn't particularly low on power, but it was only sensible.

     She wasn't sure if she could face a Witch again.  She wasn't sure about a lot of things.  What she was certain about was that going back into the field, so to speak, was not winning anyone over.  Kyouko looked about ready to cripple her when they last met.  Homura looked profoundly disappointed.  The fact that neither of them was answering her mental calls was also a sign.

     _Mami, where are you?_   The mental voice was unmistakably Madoka's.  She could sense the younger girl's tension.

     _I'm near an overpass a few block south of the school,_ Mami replied.  _I can sense a Witch's nest here, but I can't quite pinpoint it._

     _I'm coming with you!  You shouldn't be alone_ , Madoka insisted.

     _It's not **safe**_ , Mami protested.  _Hasn't this experience taught you that about being a Magical Girl_?

     _I don't leave my friends_ , Madoka said simply.  It seemed so cliché, but there was a conviction that Mami couldn't argue with.

     Minutes later, Mami heard Kyubey scampering towards her.  Madoka was close behind, although she was out of breath.  She paused for a few seconds, bent over from the effort of sprinting.

     "Are you all right?" Mami asked.  She gently laid a hand on Madoka's back.

     "Fine," she said between gasps.  "Just…never ran that fast before."  She managed a tired smile.  "I think I broke a record."

     "A Witch is nearby," Kyubey reported.

     Mami tried not to look annoyed.  "Yes, Kyubey, I know," she replied.  "That's why I'm here."

     The Incubator tilted its head slightly.  "You are not the only one.  This appears to be the only Witch for several kilometers."

     They heard someone else running towards them.  As the footsteps came closer, they saw that it was Sayaka.  She looked annoyed and tired.

     "Have you guys…seen Kyouko?" she gasped, almost collapsing to the ground.  "I was following her but then she ditched me.  She said told me to go home and be safe."  Sayaka snorted at the memory.

     "That is sensible advice," Homura's voice came from behind her.  Everyone except Kyubey looked startled for a second.  When Sayaka turned around, Homura was still in her school uniform.  She held her Soul Gem in one hand, using it like some sort of divining rod.

     "Are you a ninja or something?!" Sayaka demanded.  "You nearly scared me out of my skin!"

     Homura said nothing, but there was the faintest hint of amusement in her features.  It couldn't be rightly called a smile, however.

     The moment was interrupted as the girls felt a shiver down their spines.  The Witch's boundary field had been breached, but none of the girls there had done it.

     Not far away, a rippling vortex appeared.  A lone figure wielding a spear burst out.  Kyouko, looking rather ragged in her Magical Girl outfit, slashed at an unseen threat from within.

     Mami and Homura were about to transform their outfits when Kyouko stabbed viciously into the vortex.  Grinning fiercely, she knelt down and claimed the Grief Seed.

     Kyouko's grin didn't last long.  As she panted, she noticed the crowd that had gathered.

     "Ah, you've procured the Grief Seed," Kyubey announced.  "That is most fortunate.  I do not detect any other Witches for several kilometers."

     "Are you all—" Madoka began.

     "BACK OFF!" Kyouko shouted.  "Are you guys trying to poach my kill or something?"

     "No, I—" Mami stammered.  "We were just—"

     "Just what?!"  Kyouko demanded.  "You just happened to be there just as I finished off the Witch?  What is your damage, anyway?!"

     "This isn't what you think it is," Homura began.  "None of us were going to take your Grief Seed."

     "How do I know that?"  Kyouko's fist clenched around the Grief Seed protectively.  "How do I know that I didn't just snag the last one?  How do I know that there'll be another Witch?"

     "I've told you that one is coming," Homura said, her voice straining to remain calm.  She hadn't recalled Kyouko being quite this paranoid.  "I need your help and Mami's if everyone is to survive."

     For a moment, it looked like Kyouko might listen.  She took a few ragged breaths to try to calm down.

     Sayaka chanced a glance at Mami.  The blonde's mouth was pressed in a thin line and the hand that wasn't holding the Soul Gem was clenched in a fist.

     "I need this," the redhead said, almost pleading.  "Being a Magical Girl is all I've got left.  Without Grief Seeds, I can't do anything.  I'm--"

     "Enough."

     Everyone turned to see Mami's expression darken.  It was a far cry from the confident girl they first saw.

     "I have tried to be patient," the blonde said quietly.  "I understand that you've been through a terrible loss.  I have treated you like the sister I never had, and now I have had ENOUGH of your attitude."  She glared at Kyouko.  "I had hoped that you would someday come back and LISTEN sometime, but I can see that it's not going to happen."

     Madoka gasped and stepped back involuntarily.  This was a side of Mami she never expected to see.  Sayaka, on the other hand, stepped a little closer to the blonde.

     Kyouko did precisely the wrong thing and sneered.  She pocketed the Grief Seed in the process.

     "What're you gonna do?" she taunted Mami.  "Are you gonna fight me?  We both know that you're too nice for that."

     Mami frowned.  "Not today," she declared.  "If you continue to let your selfishness and paranoia rule you, that's your problem.  When it gets other people hurt, then it becomes my problem."

     Kyouko assumed a stance with her spear.  It might have been a trick of the light, but the redhead looked almost demonic.  The white slash of a smile clashed with her otherwise shadowed face.

     "You wanna come get some?"  Kyouko taunted.  "Are you really gonna throw down?  You'd better be sure about this because I ain't holding back."

     "Kyouko, don't!"  Sayaka pleaded.  "You're better than this!"

     For a moment, Kyouko's smile faded.  In its place was a look of profound sadness.

     "That's the thing," the redhead said in a softer voice.  "I ain't sure that I really am."

     "Mami, don't do this!" Madoka exclaimed.  "Magical Girls aren't supposed to fight!"

     "Actually, it has happened in the past," Kyubey admitted.  "It is best to let them do as they will.  If you intervene, you may regret it."

     "That's not helping, you little freak!"  Sayaka screeched.

     Mami took a few deep breaths.  "If she will not listen to reason," she began, "then I have little choice but to beat some sense into her."  She spared a sad glance at Madoka.  "I'm sorry.  I can't see another way for this to end."

     Kyouko gave her spear a twirl.  Then she leapt at Mami.

     Time seemed to slow down as Mami raised her Soul Gem.  Sayaka turned to face the blonde and her eyes focused entirely on the yellow Gem.

     _Soul Gem, Soul Gem, Soul Gem_ , she thought to herself.  _Why is it so important?  Why is it called that?  Kyubey's intelligent, but not really creative.  Why would this be called a Soul--oh, no. **It can't be**!_

     Sayaka's eyes widened as Madoka sprinted towards Mami.  The pink-haired girl jumped up and snatched Mami's Gem.  She then looked around and prepared to toss the Gem over the side.

     Sayaka wasn't sure how she managed it, but she'd tackled Madoka and Mami to the ground.  With her left hand, she pried Mami's Soul Gem from Madoka's fingers.  She was only vaguely aware of a skidding sound and a whoosh of air as Kyouko's spear barely missed her.  Then the redhead collided with the rest of them in an awkward heap.

     Kyouko recovered first.  Rolling out of the heap, she grabbed Sayaka by the shoulders and hauled her up.  The redhead's eyes blazed with fury, but it was tempered somewhat by confusion.

     " **What the Hell do you think you're doing?!** " Kyouko demanded.  "Do you know how **close** I came to **killing** you?!"

     Sayaka started shaking.  She wasn't scared about Kyouko's near-miss, although she should have been.  No, what she had just figured out chilled her to the bone.

     "I just realized something," Sayaka said quietly.  "I figured out why the Soul Gems are so important."

     "Obviously they are important," Kyubey commented.  "I would not give you extraneous equipment."

     "What are you talking about?"  Kyouko demanded.  "Why's that such a big deal?!"

     Mami untangled herself from Madoka.  She glared pointedly at Kyouko.  "Give it back to me please, Miss Miki," she said, but a harsh edge tinged her polite manner.  "There are still things to settle."

     "Listen to Sayaka," Homura said abruptly.  She'd transformed into her Magical Girl outfit during the chaos.  Her stern demeanor cut through the tension, but her eyes were oddly sad.  "This is more important than your petty squabble."

     " **PETTY--?!** " Kyouko began, but she was interrupted by Sayaka.

     "Shut up and listen, damn it!" the blue-haired girl shouted.  Shocked, Kyouko released her.  Sayaka gasped for a few seconds as she glanced at both Mami and Kyouko.  "You've both taken so much for granted and I'M NOT FINISHED so don't even say a word!"

     Everybody remained silent for a moment.  None of them had ever seen Sayaka so worked up.

     "This thing, this Soul Gem," Sayaka began, "it isn't just a magical battery or anything like that.  It's more than that—isn't it, Kyubey?" she asked the Incubator pointedly.

     The Incubator twitched its tail.  "I do not understand your confusion.  The name is quite descriptive of its function, without intent of artifice or deception.  It is a container for a soul."

     Silence descended upon the group.  This time, everyone except Kyubey started shaking.

     "What?" Mami asked weakly.  "My soul is within that gem?"

     "Yes," Kyubey confirmed.  "It was the most efficient way to modify your bodies to fulfill your chosen function."  It tilted its head slightly.  "Did you never wonder why your Magical Girl forms could take so much more abuse?"

     "I thought—I thought that this was just equipment," Kyouko stammered.  "I didn't think—"  She shook her head.  "Wait a sec.  If everything I am, my soul, is in that gem—then who the Hell is doing the talking?"

     "Your soul is controlling your body from a predetermined distance.  Past that distance, your body ceases to function."  Kyubey sounded eminently reasonable and logical.  "It is fortunate that Madoka did not toss Mami away.  It would have been quite wasteful."

     "What do you mean, `wasteful?'" Madoka asked.  She was holding onto Mami's hand trying to keep the blonde calm.  It wasn't working.

     "Grief Seeds look a lot like Soul Gems," Sayaka said harshly.  "Nobody asked where they came from.  We took you on your word that it was for a greater good."

     "Indeed it is," Kyubey agreed.  "The power obtained from my absorption of Grief Seeds will be used to prolong the universe's lifespan."

     "Enough of that!" Sayaka screamed.  "Where do Grief Seeds come from?"

     Kyubey actually sighed.  "Grief Seeds are what a Soul Gem becomes when it is fully corrupted.  When a Magical Girl finally falls to despair, when they have no hope left, they become a Witch."

     Another silence descended upon the group.  Mami dropped to her knees.  Then she curled up into a ball as she started crying.  Kyouko took out the Grief Seed she'd pocketed and trembled as she held it.

     "All this time," Kyouko whispered, "we never thought to ask.  We just assumed…"  She couldn't finish her sentence as she dropped the Grief Seed.  Transforming back into her street clothes, she dashed into the night.

     Homura scooped up the Grief Seed and exchanged it for Mami's Soul Gem.  As she did so, she gently squeezed Sayaka's hand.

     "Go after her," the brunette said softly.  "Now, more than ever, she needs a friend." 

     Sayaka was shocked to hear such compassion coming from Homura.  She always thought that Homura was aloof by nature.  Then she remembered fragments of her dreams, images that showed that the brunette had been through a world of pain.

     She said nothing.  Instead, she bolted in the general direction of where Kyouko ran.  Sayaka prayed that she wouldn't be too late.

     Homura frowned as she noted the state of Mami's Gem.  The corruption was growing, the Gem itself a murky grey.  Soon, it would darken completely and a new Witch would be born.

     The brunette took out a spare Grief Seed from her pocket.  She tapped it against Mami's Gem, only to have it remain dark.  The Seed didn't drain away any of the corruption.

     _Of course_ , she realized.  _You have to **want** the Gem to be cleansed._

     "Madoka," she began softly.  "We should—"

     "I'm not leaving Mami," Madoka interrupted her.  "I'm not leaving her because the worst thing you can do right now is to treat Mami like a monster."  She looked up and tears formed at the corner of her eyes.  "She's not a monster, Homura!  She's Mami!"

     The logical thing to do would have been to knock Madoka out and drag her away.  Then she would prepare herself to do battle.  It was actually fortunate that Mami hadn't been a Magical Girl at the time.  Homura had seen the results of that.

     Sometimes the logical thing wasn't the right thing to do.  Madoka was right; Mami needed to know that she wasn't a monster.

     "Mami," Madoka pleaded.  "Don't go.  Don't lose hope.  You're my friend!"

     "Go away," Mami said weakly.  "It's too late for me.  It's too late for all of us."

     "No, it isn't," Homura said quietly.  She knelt down and held Mami's hand.  "You still have your life to live.  You can't let that thing dictate how you should live--or die, even.  This is your life, and you're not done with it."

     Mami blinked.  "Why?  Why do you keep on trying?"

     Homura bowed her head slightly.  "Because I'm your friend.  I know you better than you can possibly imagine.  I've seen how you are, how you could be."  For a moment, she turned away looking pained.  "We both chose to become Magical Girls to make things better.  We have our lives ahead of us.  There are so many things we still have to do.  None of that can happen if we fall into the trap that thing has for us."

     "Mami, please," Madoka said tearfully.  "I'm not leaving you.  Friends don't leave each other behind."

     Mami shuddered and sobbed quietly.  Then she looked at her Soul Gem, Madoka, and finally Homura.

     "Help me?" she asked, her voice wispy.  "Please?"

     Homura nodded and tapped the Seed to Mami's Gem.  There was an instant of uncertainty, but the darkness had been drawn out.  For the time being, Mami's Gem was purified.  She handed the Gem back to Mami.

     The blonde uncurled herself and sat up.  Sniffling, she wiped tears away with her free hand.  Rarely had Madoka or Homura seen a more pitiable sight.

     "For a moment," Mami began, "I thought that we should all die as Magical Girls instead of living as Witches.  It's fortunate that I wasn't transformed at the time."

     "I can understand that feeling," Homura said quietly.  Inwardly, she shuddered at some of her memories.  One timeline she'd experienced had Mami kill Kyouko, then herself be killed by Madoka.

     The blonde seemed to gather herself.  "You knew," she said without any hint of accusation.  "All this time, you knew the price of being a Magical Girl and I didn't listen as much as I should have."

     Homura smiled weakly.  "Is there a **good** way to describe our situation?"

     Mami gaped at the sight.  "You—you actually smiled?"

     "No, I didn't," Homura lied.  "You must be imagining things."

     "It looks good on you," Madoka said.  "You should do it more often."

     Homura actually turned away and blushed.  What was it about Madoka's sincerity that always pierced her defenses?

     "That was unprecedented," Kyubey noted.  It always knew when to break a good moment.  "I had underestimated your emotional resilience, Mami.  I had thought for certain that you would fall to despair."

     Madoka glared at the Incubator.  "You put my friends through all that?!  You tricked them into becoming Magical Girls!  And you look like you're laughing all the time, even as they turn into Witches!"

     Kyubey tilted its head.  "We Incubators do not understand or feel emotions as you do.  If we did, we may have found an alternate source of energy.  And as for `tricking' your friends, I would have to disagree.  I merely provided them with pertinent information at the time.  If you Humans fail to take responsibility for your own actions, whose fault is that?"

     Homura's expression went cold.  Without a word, she pulled out a gun and aimed it squarely between Kyubey's eyes.

     "Why do you always seem to resort to murder when you disagree with me?"  Kyubey asked.  "That hardly seems the trademark of an intelligent and rational species."

     "I'm not feeling rational right now," Homura said, her voice as cold as her expression.  She pulled the trigger and Kyubey collapsed with a hole in its head.

     Moments later, Kyubey appeared in a replacement body.  It calmly trotted over and devoured the corpse.  It belched before sitting on its haunches.

     "I suppose that it is advantageous to not have emotions," it mused.  "Clearly, they affect one's judgment.  You people apparently do not have what it takes to make the difficult decisions."

     Homura spared a glance at Madoka.  She knew what she was capable of doing—at least in prior timelines.  She wasn't about to say anything to Kyubey, though.

     "You may be surprised," she said vaguely.  "You still haven't figured me out yet, have you?"

     "I suppose that it is only a matter of time," Kyubey allowed.  "Why you have such strong mental shields, I have no idea.  I can only surmise that you have an outside party aiding you in some way.  However, I have not seen you interact with anyone to support this."

     Homura glared at Kyubey, but said nothing.  The worst thing she could do was to confirm anything with the Incubator.

     Standing up, she helped Mami to her feet.  The blonde looked a bit more settled, but she was nervously eyeing her Soul Gem.

     "What about Kyouko?" the blonde asked.  She didn't quite hide the panic in her voice.  "She could be anywhere, and Sayaka wouldn't be able to find her!"

     "Yes, it would be unfortunate for Sayaka if she were to reach Kyouko too late," Kyubey pointed out.  "Clearly, some intervention is necessary."

     "Go home with Madoka," Homura said quietly, but firmly.  "I'll look for them.  Please," she added finally.  "It has to be me."

     "Homura," Madoka said hesitantly.  "Why do you always take everything on yourself?  Why you?"

     The brunette couldn't keep the sadness out of her eyes.  That look alone was enough to make Madoka gasp.

     "Not now," Homura said, her voice almost a whisper.  "Not in front of that thing.  Maybe...maybe when this is all over..."

     "Yes, but how will it end?"  Kyubey asked.  It's tone seemed almost mocking.

     Without looking, Homura shot the Incubator.  Then she turned on her heel and leapt off into the night.

     Madoka and Mami shared a worried look.  Rarely had they seen someone who seemed so lost.

********

     Kyouko ran aimlessly through the darkened streets.  She didn't care where she was going.  All she knew was that she just had to run.

     She'd been an idiot all this time.  Her father was right; she'd become a Witch, the same kind of monster that she was fighting.

     _What was the point of it all?!_   She wondered to herself.  Tears streamed down her face as she ran, but she wasn't crying.  No, she couldn't be crying because she was just too tough and hardened and oh damn she **was** crying.

     Out of breath, she rounded a corner and collapsed.  She hugged her knees close to herself.  Taking out her Soul Gem, she studied its increasingly murky depths.  She was sorely tempted just to toss the thing away and end it right there.

     Pocketing the Gem, she took out the crucifix she wore.  With trembling hands, she held it, wondering why she just hadn't been struck down.  She was obviously an abomination before God, after all.

     _Please_ , she thought to herself.  _I know we ain't seen eye to eye lately.  Hell, I sometimes think you're laughing at me.  But please let me know somehow that I ain't lost.  Please?_

     "Kyouko?"  It was Donna's voice.

     The redheaded teen opened her eyes cautiously.  Donna was standing above her, holding several shopping bags.  The woman had been on some sort of shopping spree or something.

     "Aunt—aunt Donna," Kyouko stammered.  It was so odd that she called Donna that, but it felt so natural at the same time.

     "What's wrong?" Donna asked.  She knelt down and put her bags off to the side.  "What happened?"

     "You should stay away from me," Kyouko said.  She wasn't even trying to hide the tears anymore.  "I think…I'm a monster."

     Donna didn't even hesitate.  She drew the teenager into a hug.  Kyouko was too emotionally spent to resist.

     "No you're not," she said softly.

     "How do you know?!" Kyouko asked sharply.

     Donna released the hug and looked right into Kyouko's eyes.  The sight was enough to make almost anyone feel sorry for the girl.

     "I've seen monsters," Donna said.  "I've seen people who were monstrous and other things you wouldn't believe.  Do you know what makes a monster?"

     "What?"  Kyouko sniffled.

     "Monsters don’t care about anyone else," Donna declared.  "It's all about them.  That's how they can do horrible things that would make others cringe."

     Kyouko gaped at Donna for a moment.  Then her mouth twitched into a shaky smile as she laughed.  It wasn't a happy laugh, Donna noted.

     "I still qualify," Kyouko said.  "The things I've done—"

     "—and you regret them, don't you?" Donna asked.

     The teenager nodded.  "Yeah," she replied in a rough voice.  "Yeah, I regret doing them."

     "There you go, then.  If you didn't have any regrets at all, then you think you didn't do anything wrong.  If you've never made any mistakes, then you haven't learned anything. 

     "People say `live life without regrets,'" Donna continued.  "In my experience, that's rubbish.  Let me have my regrets so that I know that I've lived, learned, and gotten better."

     Kyouko gaped at Donna for a moment.  It was a moment that could have been a tipping point for either of them.

     "That," Kyouko said unsteadily, "is the sappiest thing I've ever heard."

     "Doesn't make it any less true," Donna pointed out.  "That's how I know you're not a monster."

     For a moment, Kyouko said nothing.  Then she threw herself at Donna and gripped her tightly.  She didn't even try to hold back the tears.

[](https://www.flickr.com/photos/18278957@N04/27984292741/in/dateposted-public/)

     "I won't ask if you don't want to tell me," Donna said gently.

     "You wouldn't believe me anyway," Kyouko replied as she sniffled.

     "You may be surprised."  Donna's voice had an oddly wry tone to it, as if there was some inside joke.

     "Kyouko!"  Sayaka's voice called from the distance.  "Where are you?!  Are you okay?!"

     Kyouko flinched slightly.  This didn't go unnoticed by Donna.

     "Friend of yours?"  Donna asked.

     The teen hesitated for a moment.  Then she nodded.

     "Can she help somehow?"

     Again, Kyouko hesitated.  "She can try," she said unsteadily.

     "Sometimes that's enough."

     Kyouko sniffled as Donna produced a handkerchief.  The girl mopped up the tears as best as she could.

     "Kyouko, where are you?!"  Sayaka's voice sounded frantic.

     Donna helped Kyouko to her feet.  The girl hesitated as she tried to locate Sayaka.  That didn't take long, as the blue-haired girl was sprinting in her general direction.

     Donna gave Kyouko a gentle push on the back, just to get her going.  Kyouko turned back and saw Donna's smile.  It was a smile of simple kindness, bereft of an agenda.  The older woman was just happy to help.

     "Get going," Donna urged Kyouko.  "I'll see you tomorrow."

     "Promise?" she asked in a small voice.

     "Promise," Donna confirmed.

     Donna watched as Kyouko and Sayaka ran towards each other.  Kyouko tackled Sayaka with a ferocity that the blue-haired girl didn't expect, almost knocking her down.  When the two had recovered from that collision, they both turned to face her.

     "Miss Noble?" Sayaka asked, confused.  "What are you doing here?"

     "Nothing much," Donna said breezily.  "Just helping out a friend."

     Sayaka ran through several responses.  They all seemed inadequate, however.

     "Thanks," Sayaka said, albeit somewhat unsteadily.  In her arms, Kyouko was shuddering.

     "You're quite welcome.  Take good care of her, will you?"

     With that, Donna gave them a little wave and picked up her groceries.  She walked a short distance away and pretended not to see Sayaka slipping a Grief Seed to Kyouko.

     She made sure she was well out of sight when she put her bags down.  A quick glance around reassured her that there weren't any Witches, Familiars, or signs of Kyubey.

     She took her phone out of her purse and dialed a number.  As she stood there, she made sure to nonchalantly scan her surroundings.

     "Donna?" the Doctor asked on the other end.  "How did it go?"

     "Things are…better," she said vaguely.  "I was wondering why you had me walk out here."  The last few weeks had made her a bit paranoid.  She couldn’t go into specifics.

     "Good thing I kept an eye on them," the Doctor remarked.  "I wish I could have been there, but--"

     "I know, I know," Donna said, although a bit tiredly.  "You have your project to take care of.  Speaking of which, how's that going?"

     "So far, so--sorry, hang on a moment," he said quickly.  His voice became somewhat distant.  "Yes, Donna's on her way.  Don't worry about that.  Yes, she's--Donna, you do have everything, don't you?"

     Even though the Doctor couldn't see her, Donna arched an eyebrow and pouted.  "Yes, I have everything," she replied.  "I've got everything on the list, including the things you can't buy with a straight face."

     "Thank you," he said sincerely.

     "Yeah, well next time, we're going someplace more fun than this.  Seeing all this..."  She trailed off, the memory of Kyouko's anguished face made her clench her jaw.

     "I know," he said quietly.  "I--sorry, I have to go.  Please don't touch anything!  Donna will be--"

     The connection cut out.  Donna just sighed and rolled her eyes.  The man was over 900 years old, at home just about anywhere in time and space, but there were some things he just couldn't handle.  She couldn't imagine what life would be like if she weren't around.

     A casual look around showed that Kyubey hadn't followed her.  With a sigh, she hefted her bags and prepared to head home. 

********

     Homura peered from around the corner of a building.  Satisfied that Kyouko and Sayaka weren't in any immediate danger, she transformed out of her Magical Girl outfit.

     She allowed herself a small smile.  It was fortunate that Donna had been there.  In the short time that the two redheads had known each other, they'd become quite close.  Homura suspected that nobody else could have talked Kyouko out of such a dangerous place except for Donna.

     _They're all right_ , she said telepathically.  _Kyouko and Sayaka are safe_.

     It had been too close, she realized.  Either Mami or Kyouko could have become Witches.  Things had worked out, but still...

     She noticed that her hand was shaking slightly.  With an effort, she made a fist and steadied herself.

     It was so hard to make herself available emotionally.  It hurt more to care about all of them instead of focusing on just Madoka.  She was the one who had to hope more than anyone else. She knew just how much there was to lose.

     She barely acknowledged the relief in Madoka's and Mami's voices.  She was just bone-weary right now.  She just wanted to crawl into bed and sleep for a week.

********

     To their credit, Sayaka's family didn't comment on Kyouko's state.  Instead, they offered her a spare room, no questions asked.  Kyouko was grateful for that.

     One bath later, she lay in the unfamiliar bed in borrowed pajamas.  It was comfortable, but there was something missing.

     She was tired of being alone.  She was tired of always having to be the tough one.  For once, she just wanted to be with someone who accepted her, scars and all.

     Getting out of bed, she shuffled over to Sayaka's room.  After a hesitant knock failed to rouse her, Kyouko sighed and opened the door anyway.  It was better to ask forgiveness--and she was going to be doing a lot more asking than for just this small transgression.

     Sayaka started awake as Kyouko slid into the bed with her.  Half-asleep, she mumbled something incoherent.

     "Don't get the wrong idea," Kyouko whispered.  "I just don't wanna be alone tonight."

     Sayaka was too tired to argue.  She was even too tired to protest when the redhead hugged her from behind.

     She wasn't too tired to hear Kyouko softly crying.  She kept whispering something to herself.

     "I'm sorry, Mami," Kyouko whispered, almost a chant.  "I'm so sorry."

     Sayaka said nothing.  Instead, she turned over and hugged Kyouko back.

********

     Mami looked out the window of her own guest room.  She hugged the pillow tightly, willing herself to try to fall asleep.

     "I'm sorry, Kyouko," she whispered to herself.  "So much went wrong, and I don't know how to put it right."

********

     Elsewhere, a Magical Girl was about to fall.  She'd fought the good fight, but now she was on her last legs.  Her Soul Gem was almost entirely black, and she shuddered to think what was going to happen.

_Please_ , she thought to herself.  _I don't want to die!  I don't want to become a monster!  Please...someone tell me that there's hope!_

     She was having trouble breathing.  That had to be the only explanation for the wheezing sound she heard.  Was that what death would be like; a slow wheeze and then it was over?

She couldn't have heard footsteps.  There couldn't have been anyone else here.  She was alone--or so she thought.  Her tears blurred out most of her sight, but she could make out the outline of someone in the light.  Whoever they were, they were kneeling over her.

     "I'm the Doctor," the figure said, extending a hand, "and I'm here to help."


	6. Before the Storm

_In a place that wasn't quite in synch with the world, a girl dreamed.  She dreamt of monsters that cowered before her, of lives saved and hope rekindled.  She dreamt of her family, with a kind father and a patient mother._

_"Let me tell you a story," her father would say before many bedtimes.  And he would tell her of the Doctor, a man who traveled in a magic box, inspiring hope along the way._

_Her father had seen much, perhaps a bit too much.  On more than one occasion he returned home with a haunted look in his eyes.  His job was dangerous, but necessary.  To her, he'd never looked as sad as when he'd finished writing a condolence letter._

_Then Kyubey had come along.  Her only wish was for her father return home safely.  To her amazement, it was actually granted.  For a time, she'd felt like an invincible crusader of justice, killing Witches who dared to show themselves._

_Then she found out the source of the Witches.  At the same time, her father had followed her on one of her nighttime excursions.  While he couldn't see the Witches, he knew that his daughter was in trouble._

_That final night, she'd used up most of her power in defeating the Witch.  However, the spiteful thing hadn't given up a Grief Seed.  Exhausted, she slumped outside the wards and her father caught her._

_He didn't ask any questions.  His time in UNIT had trained him to act instead of gibber._

_"Dad?" she asked weakly._

_"Hold on, Mina," he implored her.  "I'm here for you."_

_She shook her head.  "Get away, Dad.  It's too late."  She was too weak to struggle._

_"I'm not leaving you," he said resolutely.  "I'll call somebody to get you to a hospital.  Just hang on," he pleaded._

_"I'm trying," she said, her voice barely above a whisper.  "I don't think—"_

_Whatever she was about to say was drowned out by a gust of wind and a wheezing, grinding sound.  She saw her father's face lit up by some pulsing light source.  His expression changed from confusion to recognition.  She felt herself being lifted, cradled like a baby._

_She could hear a door open with a squeak.  Her Soul Gem was totally black, and an ominous cracking could be heard._

_"For God's sake, Doctor!" she heard her father say.  "Help my little girl!"_

_She felt herself being transferred to another set of arms.  Then she crossed some sort of boundary or threshold as her Soul Gem stopped cracking._

_"I will," she heard another voice say.  "I promise."_

     She awoke to familiar sights—at least, familiar for the past three weeks.  The room had two sets of bunk beds and ample space for a few desks.  There weren't many personal belongings, but that was understandable.  Seated at one desk was a short-haired brunette.  As expected, she was reading a book when she noticed her friend awaken.

     "Are you all right, Mina?" she asked, her blue eyes radiating concern.  "It's not like you to oversleep."

     "I had a dream about when I was brought in," Mina replied.  "We're all really lucky, aren't we?"

     "We are, indeed," Amy agreed.  "I'm surprised that you're still having flashbacks."

     "Once in a while," Mina admitted.  "I can't wait for this to be all over.  There are times when I'd just like to be boring old me again, not a Magical Girl."

     "Don't we all?" Amy asked.

     Mina stood up in her bed and shoved away some errant blonde hair.  She sometimes regretted growing it so long, with only a bow to tame it.

     "Where's—"

     "Lita left early to take care of the cafeteria," Amy reported.  "Raye needed some alone time to meditate or whatever it is she does.  I'm afraid that she and Miss Schnee still aren't getting along very well."

     Mina sighed.  She wasn't surprised.  When you had fire and ice, you got a lot of steam.

     "They're absolutely different and totally alike at the same time," Mina mused.  "Of course they're not getting along.  Is there any other news?" she asked while stretching.

     "The Doctor has someone for the welcome wagon.  I thought that we might keep it low-key, with perhaps four of us."

     Mina smiled.  "You've got some others in mind?"

     "I thought that perhaps Ellen and Anne might be a bit…gentler than some others," Amy said diplomatically.  "I don't have any personal problems with Mikoto and Kuroko, but their interactions aren't exactly—"  She hesitated, not sure of how to phrase things.  This was odd because Mina considered her a walking dictionary.

     "Hey, Kuroko means well," Mina said.  "She's just really enthusiastic about being Mikoto's teammate."

     "She doesn't seem happy with Mikoto's choice of teams," Amy joked.

     They both shared a smile.  Their time onboard the TARDIS had given them a good grasp of group dynamics.  The Doctor's rules precluded fighting, using magic and stepping out of the TARDIS.  The last rule was to prevent Kyubey from sensing them.

     Mina shuddered slightly at the memory of Kyubey's face.  She wanted nothing more to do with that creature.  In fact, if it weren't for the friends she'd made, she would have washed her hands of the whole affair.

     "I'd better wash up," Mina announced.  "I can't exactly welcome our new guest like this."

     "Good idea," Amy agreed.  "Going to someone in crescent moon and kitty pajamas probably doesn't make a good impression."

     "Hey, this is what Donna found on sale," the blonde protested.  "Then again, she was shopping for pretty much all of us.  It's amazing that she didn’t go crazy buying clothes, comics and all the other stuff."

     "She does seem quite resilient," Amy observed.  "I just hope that our new addition will be able to cope."

     "Yeah, me too," Mina said.  For a moment, there was a wistful look in her blue eyes.  Then she went to get cleaned up.

********

     The girl awoke.  This was a surprise because she hadn't expected to do so—at least, not as a Human, or even alive.  She fully expected to be either a Witch or dead.  Quizzically, she took stock of her surroundings. 

     It could have been any modest hotel room, the girl realized.  There was a bookshelf to her right and a nightstand on her left.  The décor was simple and understated.  The only thing that was missing was a television.

     She heard voices coming from outside.  The door had been mostly closed.  Unsure of what to do, she lay in bed and listened.

     "She's out of danger for now," a male voice reported.  It sounded like the same voice that she'd heard before she lost consciousness.  "As long as she stays in the TARDIS, her Soul Gem won't get any worse."

     _They know about Magical Girls_ , she realized.  _But what's a TARDIS?  And what did he mean "for now"?_

     "I can't believe that you've done this—how many times have you done this, anyway?" a female voice asked.  "I never kept track.  I just kept shopping like mad every day."

     "Enough and, well, not enough," the male voice replied.  "Some of them wouldn't come and others—"  The man sighed wearily.  "I didn't always make it."

     "I thought you were barmy when you suggested this, you know," the woman said gently.  "Good thing you've got space in the TARDIS.  I like the town you made for them.  It's got a library, pool and even a gym.  And then there's that fountain where you've placed the--"

     "Yeah, I thought that was a nice touch," he remarked.  "So, is there a reason why I'm not the one greeting our guest?"

     "No offense, Spaceman, but you can be pretty jarring at times.  I mean, I admit that I'm jarring and blunt and loud—and you can stop me anytime you want, you know," she remarked.

     "Oh no," he said agreeably, "you're doing just fine."

     There was a pause, presumably the woman giving the man a dirty look.  "Anyway, at least I don't go all into technobabble about time and stuff.  Do you really expect most teenage girls to understand what you're saying?"

     "Homura had a pretty good handle on it," he replied.  "Well, she understood most of it," he amended.  "Well, she did until I got to the part about closed causality loops.  Well…all right, I may have lost her at `wibbly wobbly timey wimey.'  It's really perfectly understandable—"  he protested, but he was cut off.

     "Yeah, if you're a Time Lord," she retorted.  There was a brief pause.  "Did you leave the door open?"

     "No, I think you did when you left her side.  She was sleeping, wasn't she?"

     "With all the noise we've made, not anymore."  She sighed.  "Well, this is just wizard.  She probably thinks we're insane kidnappers or something if she's listening."

     The girl decided that she'd heard enough.  Getting out of bed, she put her feet into the slippers that had been provided and padded to the door.

     "I don't think you're kidnappers," she said as she opened the door.  "You've been saving Magical Girls, right?"

     The Doctor nodded.  "As many as I could, anyway," he said.  "I'm the Doctor and this is Donna.  We're here to help."

     "What's your name?"  Donna asked.

     The girl seemed to consider the question, brushing away ludicrously long hair that went to her knees.  "That question's a bit complicated," she said vaguely.

     "I know that feeling," the Doctor remarked.

     "Oi!" Donna said with an annoyed glare.  "Way to kill the moment, Spaceman!"

     Any potential bickering was interrupted by the girl's giggles.  It looked like it had been quite some time since she'd had a reason to laugh.

     "Sorry," she said, trying to maintain a straight face.  "Are you two married or something?"

     Donna looked aghast.  "WHAT?!  Me, married to that—that skinny streak of NOTHING?!" she sputtered.

     "We're just friends," the Doctor added.  "Well, good friends, really.  Well, I'd say best friends.  Best mates when we're in synch—"

     "—which we usually aren't," Donna pointed out.

     The girl was smiling.  "Yes, I can tell that you two are best friends.  Only best friends can argue like that."

     "Yeah, well," Donna began, "who else would put up with this skinny thing?  I mean, can you imagine the introductions he gives at parties?"  She straightened up to something approximating the Doctor's height.  "`Hi, I'm a 900 year-old alien and I spend my time riding around in a blue box picking up women with more common sense than me.  So, where do you keep your technology so that I can drool and wave my screwdriver over it?'" she joked.

     "Oi!" the Doctor protested.  "I'm not that bad!"

     Donna gave him a long-suffering look.  "Which part of that **wasn't** entirely true?" she asked.

     "That's…" the Doctor paused.  "Blimey, do I really come off like that?"

     "Yeah," Donna agreed readily.  "Yeah, you do.  But it's okay because you've got your heart—"

     "Hearts," he corrected her.

     "—are mostly in the right place," she finished.  Donna tilted her head at the girl's amused expression.  "You're not running away screaming," she observed.

     "Why should I?" the girl asked.  "You two should go on TV with that act."

     "You're okay with me babbling about aliens and everything?" Donna asked.  "You actually believe what I'm saying?"

     The girl sighed and flipped some of her long, dark hair to the side.  There was one errant strand that seemed to defy gravity.  It almost seemed to have a mind of its own.

     "Miss Donna, Doctor," she began, "just a little while ago I was out there dying.  You saved me.  I don't care who you are, but I know that I owe you my life.  My name is—well, you can call me Kazumi Subaru."

     "We can call you Kazumi?" Donna asked.  "Did you go by another name?"

     Kazumi looked hesitant.  "My name was Michiru the first time around.  It's a complicated story, but...most of my friends are gone.  They could help explain."

     The Doctor smiled and gently patted her on the shoulder.  There was something about him that she instinctively trusted, outlandish ramblings from Donna aside.

     "Why don't you put on your shoes?" he suggested.  "I've got something to show you."

     Kazumi patted herself down.  "Where's my Soul Gem?"

     The Doctor patted his jacket pocket.  "I've got it.  It's all right, I won't be far.  I'll give it to you when we reach the fountain."

     The girl eyed him curiously.  He seemed a bit evasive about her Gem.

     They walked through what seemed like an endless grey corridor.  Identical-looking doors dotted their path, and it wasn't long before Kazumi started getting confused.

     "Is the TARDIS your ship or something?" she asked.

     The Doctor grinned with pride.  "Yeah.  Best ship in the universe, this old girl."

     "How big is this ship, anyway?  Is it like a cruise ship or something like that?"

     "Bigger," Donna replied.  "You wouldn't know it looking at that ratty outside, though."

     "Oi!" the Doctor protested.  "She is not ratty-looking!"

     Donna frowned.  "Doctor, police boxes went out a little after rationing did.  This thing sticks out like a sore thumb!"

     "Really?  Tell that to everyone who's passed it by."

     Kazumi stifled a giggle.  "Are you two sure you're not—"

     "YES," came the emphatic reply from both of them.

     Kazumi tried not to giggle even more.  "Yeah, you're not in synch at all," she joked.

     The Doctor looked a bit uncomfortable for a moment.  Then he cleared his throat and grinned.

     "Anyway, we're here," he announced.  "There are five very important words you should hear before I open this door," the Doctor said.

     Kazumi tilted her head quizzically.  "What are they?"

     He grinned.  "Kazumi...you are not alone."

     With a flourish, he opened the door.  Sunlight streamed in, blinding Kazumi for a moment.

     What she saw astonished her.  The buildings before her weren't ultra-modern, but they weren't parochially rustic either.  It seemed like your average, modern-day school campus.

     Girls her age sat on benches, lounged on the grass, or walked the concrete paths.  To her left was a large building that was prominently labeled "DORMITORY."  To her right was a building that was labeled "LIBRARY."  Several other buildings occupied the space between, but in the center was an ornate fountain.  It seemed to have the bluest water that she'd ever seen.

     Kazumi gaped.  "We're really on a ship?" she asked.

     "Yeah," Donna confirmed.

     "But this place," she gestured to the campus, "is HUGE!  How big **is** your ship?!"

     Donna nudged the Doctor.  "Give her the straight answer, Spaceman," she muttered.  "She's only 14."

     The Doctor raised an eyebrow.  "Well, it's big enough so that I could put a world in here without much problem.  The only issue is getting it through the door.  She's bigger on the inside, you know."

     "Oh, right," Kazumi nodded.  "It's like where I put my weapons when I'm not a Magical Girl, right?"

     "That's—"  The Doctor noted Donna's glare.  "It's very similar, yes.  Well, somewhat similar.  Well, from an objective viewpoint it's really—"

     "Doctor."  Donna upped the intensity of her glare.  If she could have nudged him in the gut, she would have—but not in front of Kazumi.

     "—similar enough for practical purposes," he finished.  He decided to change the subject.  "Anyway, within the TARDIS you won't have to worry about weapons or using up magic.  I've got a little something going on."

     They made their way to the fountain, greeting girls along the way.  They all seemed happy to see the Doctor and Donna.

     "I’m in heaven," Kazumi whispered.  "I'm dead, I've gone to heaven, and it's a school campus."

     "You're not dead," he reassured her.  "And I would like you to close your eyes and feel how your Soul Gem is doing.  That's right," he nodded, "just feel how it is."

     "It feels warm," Kazumi replied.  "It's like I have a big burden off my shoulders."

     "Now hold out your hands.  Careful, now," he said softly.

     She did so and felt the familiar weight of her Soul Gem in her hands.  There was an odd but pleasant warmth that she'd never felt before. 

     "Now open your eyes," he instructed her.

     Kazumi gasped as she saw her purified Soul Gem.  No, it was more than just purified.  It glowed with a gentle light.

     "Is this—real?!  Is it really purified?"

     "What do your instincts tell you?" he asked.

     Kazumi took a ragged breath.  "It's real," she whispered.  Then she grinned and hugged the Gem close to her.  "IT'S REAL!" she shouted.

     "Yeah," he confirmed.  "Yeah, it is--WHOOF!" he exclaimed as she hugged him.

     "Thank you," she said in a shaky voice.  She released him as a thought occurred to her.  "There's someone…I'm not sure if she's here.  I don't even know her name," she admitted.

     "Maybe you could give me a description?" he prompted.

     Kazumi concentrated.  "She's taller and older than me, maybe about 15 or 16.  She's got long blonde hair in two tails that curl down, and she wore one of those rectangular hats.  It's been a while," she admitted.

     "That sounds like Mami Tomoe," Donna said.  "How do you know her?"

     "She rescued me, sort of.  Like I said, it's—"

     "—complicated," Donna finished.  "Yeah, I got that impression."

     "Well, Miss Tomoe isn't on the campus, but she is alive.  I couldn't take her in because Kyubey is keeping a very close eye on her—and her friends," he added.  "She's alive, she's fine, she's not a Witch and maybe you could meet her someday."

     "I'd like that," Kazumi said with an almost wistful smile.  "I--"

     A cavernous growl interrupted the tender moment.  Kazumi blushed furiously.

     "I'm starving," she said, mortified at her stomach's timing.

     Donna rolled her eyes.  "Come on, I'll show you where the cafeteria is.  There's a food machine there, but some of the other girls got a bit restless and started cooking on their own.  The best thing is, we've got a little something to suit everybody."

     Donna held out her hand and Kazumi took it.  The Doctor watched as Donna guided Kazumi to a group of girls reading Japanese comics.  The TARDIS translation circuits made everything appear in the viewer's native language.  Some of the girls had taken a liking to the comics that Donna bought.

     This "town" was their shelter, their haven.  Aboard the TARDIS, the Incubators wouldn't sense their missing Magical Girls.  They would stay here until the crisis was over.

     He wasn't surprised at all that most of the girls had adapted so quickly.  That was one of many things that he loved about Humanity:  Give them enough time and space and they would work wonders.  The Human spirit would endure.

     He smiled as he regarded the fountain.  It was the best place for the hope diamond.  Below the fountain proper, the box had been sealed off; the lid opened just the slightest bit.  He'd been sorely tempted to name the "town" something like "Hope Springs."  However, the name had been taken.  So, it was merely called "the campus"—complete with access to some of the milder rooms in the TARDIS.

     Kazumi was the last Magical Girl he could find.  He'd used Homura as a baseline so that he could track those girls down.  Looking at them all so happy--or, at least, content--he knew that it had been the right thing to do.

     In the back of his mind, though, there was something missing.  It was a niggling feeling he had, much like other people double-checking the gas or locking up when they went out.

     Things had been going fairly smoothly, all things considered.  In his experience, though, that meant that something was going to happen.

     He stood there, hands in his pockets, taking in the scenery.  There wasn't a sad face in his field of view.  That alone should have been comforting.

     He sighed and went to unlock the seasonal rooms.  Some of the girls had been asking for some snow, but he didn't want to inflict that on everyone.

     There was still time to plan.  Judging by Homura's memories, they still had about a week before Walpurgis Nacht would appear.  He had a few things ready thanks to Kyubey's unfortunate run-in with Saya.  Lucky for him, he'd been able to do a thorough analysis of the Incubator's anatomy.  He had no doubt, however, that Donna would have been discomforted by the layout of his lab.

     For a moment, all was clear.  He had a purpose and there was no confusion.

********

     Halfway across the world, a presence was oddly confused.  As it hovered over the once-busy streets, it searched with purpose.  Those unfortunate occupants who hadn't followed their instincts and fled lay before the creature, choking and gagging in terror.

     _There should have been more_ , the creature thought to itself.  _There had always been more_.

     The inhuman-looking conglomeration paused.  Faces occasionally appeared on its body.  Those faces were those of the conquered, the subjugated and the consumed.

     Witches did not have rational thought processes.  They were the harshest extreme of their former selves, their bodies and minds twisted.

     The girl who had become Walpurgis Nacht overrode the other Witches within.  Her will was so strong that the other Witches feared her.  Her purpose had been clear once, but now it was muddled.

     _STOP—what?_   She occasionally wondered what she was looking for.  Then the urge to consume, to become stronger forced her onward.

     _Become stronger_ , it mentally burbled out.  _Take more, become stronger and stop—who?  What?_

     Further questions were forestalled by the desolate landscape.  There was nothing left here.  It was time to move on.

********

     Madoka and Mami looked bleary-eyed that morning, a fact that hadn't escaped Hitomi's notice.  Unfortunately, this wasn't something that either of them could talk to her about.

     "Are you certain you two are all right?" Hitomi asked.  "You seem awfully out of sorts."

     Madoka laughed nervously.  "I think we both had nightmares or something," she lied.  "We'll be okay."

     Mami tried to smile and laugh it off.  Her smile faded when she saw Sayaka and Kyouko approaching.  They, too, looked like they hadn't gotten much rest.

     "Yo," Kyouko greeted them tiredly.  "Could you guys go on ahead?  Mami and I have to talk about something."

     Madoka and Sayaka shared worried looks.  Given what had happened last night, they weren't sure what kind of "talk" Kyouko had in mind.

     "It's all right," Mami said with a calm she didn't feel.  "Go on ahead.  We'll catch up."

     For a few awkward moments after the group left, neither girl said anything.  Kyouko looked determined, but not angry.  Mami wasn't sure whether or not that was a good sign.

     "Well," Kyouko began, "I guess I gotta talk first because you're not saying anything."  She took a deep breath and sighed raggedly.  "That was a hell of a thing to find out last night, right?  I mean, everything that makes us what we are, all in a little gem."

     Mami said nothing.  Instead, she nodded slowly and tried not to shudder.

     "You know I've done a lot of crap to survive," Kyouko continued.  "I thought that was all part and parcel of the whole Magical Girl thing, right?"  She paused and snorted.  "Turns out we were both being played.  Everyone was.  And that ain't the worst of it."

     Mami continued to remain silent.  She tilted her head slightly, prompting Kyouko to continue.

     "Something big is coming," the redhead said.  "If Goth Girl's right, there's a Witch out there that could kill everyone.  I ain't strong enough to do it on my own."  She blinked rapidly.  "Sorry.  Got something in my eyes.  Anyway, the thing is, I need your help."

     Mami's jaw dropped in astonishment.  "You--?"

     Kyouko held up her hand.  "I'm not finished."

     Mami nodded.  She seemed to relax slightly.

     "I know I'm asking for a lot.  I dunno if we'll survive this.  I ain't asking for forgiveness or absolution or stuff like that.  I've done things that I know you just can't forgive."

     Kyouko took a deep, steadying breath.  The next few words were important.

     "I was hoping we could try to make it square.  I ain't talking about a clean slate or anything, but..."  She held out her hand.

     Mami gaped at her for a few seconds.  Kyouko's hand shook slightly, then she lowered it and looked away.

     "Okay," she said gruffly, "I guess I deserved--WHOUF!" she exclaimed as Mami drew her into a tight hug.  The blonde wasn't even trying to hold back her tears.

     "Kyouko, Kyouko, Kyouko," she repeated between sobs, "You silly, stupid girl.  How could I **not** forgive you?"

     Shocked, the redhead hugged her back.  She started crying as well, repeating Mami's name, saying she was sorry and babbling things that she'd never admit to later.

     They weren't sure how long they stood there, hugging and sobbing and babbling.  It was a catharsis that had been long overdue.

********

     "Miss Sakura seems to be adjusting rather quickly, don't you think?" Hitomi asked conversationally.  "To think that she'd be acquainted with Miss Tomoe—is there something wrong?"  She noted that Madoka and Sayaka seemed a bit out of sorts.

     "It's nothing," Sayaka lied.  "It's just that those two have some history."

     "I hope that they're okay," Madoka said worriedly.  "Things have been rough for both of them."

     Hitomi smiled.  "I'm sure they'll be fine.  Hold on for one moment, if you could?"  She stopped and pulled out some papers from her school bag and handed them to her friends.  "These are discount passes to Kyousuke's next concert.  I thought that you might want them."

     Awkwardly, Madoka and Sayaka took the passes.  Sayaka frowned at the date printed.

     "Two weeks from now?" she asked Hitomi.  "I knew he was recovering fast, but not that fast."

     "He's made exceptional progress, the doctors say," Hitomi noted.  There was a hint of wistfulness, perhaps loneliness in her voice.  "He needs the time to focus, after all."

     Sayaka wasn't convinced.  "Are you sure you're okay?" she asked.

     "I'm quite well," Hitomi replied, but it was less than convincing.  "Everything's going well.  I'm at Kyousuke's side, aren't I?"  Her voice broke slightly as she looked straight ahead.

     Madoka shared a worried glance with Sayaka.  They couldn't see anything coming from Hitomi that would indicate a Witch's Kiss.  Hitomi sounded despondent as they kept walking along.

     "I never knew," she began with a whisper.

     "Never knew what?" Madoka asked.  She had edged closer to Hitomi.

     "That you could be lonely while next to the one you care about?"  Homura asked from behind them.

     Sayaka and Madoka started slightly.  They hadn't even heard her footsteps.

     Hitomi whirled to face the brunette.  Her expression was sad and conflicted, the opposite of Homura's.  The brunette looked calm and thoughtful.

     "I apologize," Homura said, holding up a hand.  "I didn't mean to eavesdrop."

     "No, it's—it's all right," Hitomi replied awkwardly.  "Tell me, Miss Akemi…how did you know what I was feeling?"

     "It was fairly obvious," Homura said vaguely.  She gestured for the group to continue walking.  "You try to say something, but all that comes out is casual, sometimes awkward conversation.  Sometimes the wrong thing is said, even with the best of intentions.  I've known…people like that," she finished awkwardly.

     "I wasn't aware that you had a boyfriend," Hitomi said.

     That stopped Homura in her tracks.  Fighting to keep her expression friendly, she shrugged.  "As I said before, I've known people in your situation."

     "I see," Hitomi replied.  "I apologize for my rudeness and presumption."  She followed that with a deep bow.

     Homura returned the bow.  "It's all right," she said quietly.  She resisted the urge to glance at Madoka.

     The green-haired girl smiled weakly.  "The issue does remain, however.  I don't wish to be a bother or a burden to Kyousuke."

     "Then talk to him about it," Sayaka said.  "Don't dance around and make yourself miserable.  Don't be a martyr and take everything on yourself."

     Homura flinched.  It did not escape Madoka's notice.

     "I couldn't possibly—" Hitomi began.  Then she cowered slightly at the intensity in Sayaka's expression.

     "DON'T," Sayaka said harshly.  "It's not about you, Hitomi.  It's about you and him.  Find him and clear the air.  For better or worse, you two are a couple.  The last time I checked, good couples talk to each other."

     Hitomi hesitated.  "Yes, of course," she said agreeably, but her voice quavered slightly.  "I suppose that I already knew this.  Thank you for reminding me."  She bowed to the group.  "If you'll excuse me, I have to find Kyousuke."

     Sayaka exhaled as Hitomi dashed off.  She should have been ashamed that she'd laid into her friend like that, but it had been a release.  She was about to get going when she heard someone clapping politely.

     "Well done," Homura remarked.  The tiniest hint of a smile lit her features as she clapped.

     Sayaka laughed nervously.  "It was a long time coming, I guess.  I didn't want to be so intense, but—only a best friend can know what a **pain** the other person can be."

     "Indeed," Homura agreed.  The faint smile was still on the brunette's face.  It was something that Sayaka found both comforting and disturbing.

     "There you go," Madoka said.  "You should smile more often."

     Homura looked embarrassed.  "I would, if I had more reason to.  It's…a difficult path that I've chosen."

     Before they knew it, the three of them were at the school gates.  It came as a bit of a surprise that the Doctor was waiting for them--at least, a surprise for Madoka and Sayaka.

     "Good morning to you ladies!" he greeted them ebulliently.  "Are you ready for—where's Miss Sakura?" he asked.  "Don't tell me that we've lost her after only a day."

     "She had to talk to Mami--I mean, a friend of ours," Madoka replied.  "They had some things to discuss."

     The Doctor arched an eyebrow.  "Mami...?"  He made a bit of a show of prompting the girls to fill in the blanks.  Homura tried not to laugh at his feigned ignorance.

     "Tomoe," Sayaka supplied.  "She's an upperclassman.  Maybe you've seen her?  She's tallish, blonde, with really great..."  She hesitated to articulate what part of Mami was so great.

     The Doctor frowned slightly as he adjusted his glasses.  Then he looked above the girls and smiled.

     "She wouldn't happen to be shepherding our wayward Miss Sakura, now would she?  Is she the one with the incredible curls?"

     Sayaka blinked.  "Yes!  Curls!" she exclaimed.  "She's got really great hair.  I don't know how she styles it like that!"

     "`Curls?'" Homura whispered dubiously.

     "Not in front of Mr. Smith!" Sayaka whispered back.

     By the time Mami and Kyouko had made it to the group, they were out of breath.  Of course, they could have just transformed into their Magical Girl selves and jumped around, but it made more sense to conserve power.

     "First time--" Kyouko gasped, "I've actually--cared about--being **on** time..."  The redhead nearly collapsed backwards, only to be caught by a pair of familiar hands.

     "Good morning," Donna greeted her.  "Had a bit of a run this morning, did we?"

     Kyouko laughed ruefully.  "Hey, Aunt Donna.  Yeah, it's something like that."

     "How are you feeling?" Donna asked, a bit quieter this time.

     Kyouko paused before smiling.  "I'm getting there.  I've got help."  She spared a glance at Sayaka.  The blue-haired girl looked surprised, then blushed.

     The Doctor pretended to ignore the conversation.  He knelt down and extended a hand to Mami.  The blonde had been busy trying to catch her breath as well.

     "Are you all right?" he asked gently.

     Mami blinked.  She hadn't expected this from a teacher.  Oh, she'd heard good things about him from Madoka and Sayaka, but mostly about how enthusiastic his lessons were.  The other teachers she had were adequate, but not memorable.  They certainly weren't emotionally invested in their students.

     She hesitantly took his hand and he helped her up.  She was gratified when he kept eye contact instead of checking her out.

     "Fine, thank you," she replied.  "And you would be...?"

     "John Smith," he introduced himself.  "I'm their homeroom teacher."

     Mami tilted her head slightly.  "`John Smith?'" she repeated.

     "Yeah, Mom wanted a nice, solid name."  He quickly changed the subject.  "Anyway, thank you for bringing Miss Sakura along.  It's good to know that she has friends watching out for her."

     Mami considered that for a moment and smiled.  "It is, indeed," she agreed.

********

     Kyubey watched the scene with great dissatisfaction.  It could not berate or manipulate the girls as easily as it had before.  The knowledge of their ultimate fates as Witches had not shattered them as it had expected.  Rather, it seemed to have galvanized the bonds between them.

     It knew that Walpurgis Nacht was coming.  It was only natural, of course.  Every Magical Girl—and thus, every Witch—could be tracked.  The most powerful Witch was on its way, with none to stop it except three Magical Girls.  It judged those girls as being too weak to make any difference.  No matter what, Madoka would become a Magical Girl—and then become a Witch to rival Walpurgis Nacht.  That was the only future that Kyubey saw for her.

     Of course, in order to enhance the chances of the other girls falling into despair, Kyubey opted to remain silent.  They could have their moment of peace.  When Walpurgis Nacht appeared, their newfound friendship and resolve would shatter. 

     Kyubey had seen many, many Magical Girls put to the test.  Inevitably, they failed.  However, their failure was for the benefit of the universe—which, as long as it existed, so would the Incubators.

********

     "And please keep in mind," the Doctor reminded the class, "that this material **will** be on the test in two days.  Are there any questions?"

     The class was silent.  However, nobody looked particularly bored.  He had a good sense of who knew what among his students.  He was rather gratified that all of them were taking to his teaching style.  Then again, he'd had years to work on it.

     The lunch bell put an end to any further discussion.  Homura shot a quick glance at him before following her friends.  It was a look that conveyed both gratitude and worry in the same moment.  She was grateful for the way things had come together, but also worried about the upcoming battle.  Given what was at stake, he honestly couldn't blame her.

     He packed up his materials and took out his lunch.  Some of the Magical Girls who lived in the TARDIS were quite accomplished cooks, and they took turns making lunches for him.  It was a small, but touching gesture of gratitude on their part.  He did have to request that they not make the presentation too cutesy.  Having your rice in a heart-shaped pattern did not do wonders for being inconspicuous.

     He took a seat in the courtyard.  It afforded him a good view of the students who had opted to eat outside.  Occasionally, there was a student that passed by and he greeted them almost absent-mindedly.

     Things were peaceful for the moment.  It was the kind of peace that was restful and fulfilling.  It wasn't like the orderly, stifling and fossilized peace back in the old days of Gallifrey before—

     He sighed.  There were times when he felt as if he'd never escape that day's shadow. 

     "Oi, don't get all moody on me," Donna said from behind.  "Next thing you know, they'll call you the Oncoming Sulk."

     The Doctor smiled.  "Aren't you supposed to be with Kyouko?" he asked.

     Donna sat down next to him.  "We had some time together.  When she finished up her lunch, Homura stopped by for some hush-hush thing.  They took off and now they're making cunning plans.  Personally, I think that they're probably going to have a sleepover or something."

     "Ordinary stuff," he remarked.  "It really is amazing what you take for granted, isn't it?"

     "Yeah," she replied softly.  Scanning the area, she found no sign of Kyubey.  "What are their odds?" she whispered.

     "I don't know," he whispered back with a frown.

     "What do you **mean** , you don't know?" she asked.  "You're…well, you're who you are."

     "I think something's blocking me," he said softly.  "Past a couple of days, there's either static or darkness.  I'd rather get into more detail when we get back `home.'"

     Donna frowned.  Then she decided to change the subject.  "I wonder how everyone's doing back there?" she asked vaguely.

     "Oh, I'm sure they're fine.  They've got a lot in common, after all."

********

     Kazumi finished the dish and served it with a flourish.  Judging by her new friends' reactions, she hadn't lost her touch.

     "And that," she said with a smile, "is how you make strawberry risotto.  Any questions?"

     The girls sitting at the table gaped at the dish.  Two blondes (one regular, one platinum), one brunette and a redhead made up the immediate group--the ones that the Doctor had organized as the welcome wagon.

     Between breakfast and lunch, Kazumi had gotten to know them.  Mina, the blonde, was apparently the first Magical Girl that the Doctor had rescued--and one of the few who still had a family.  Amy, a short-haired brunette, was an internet friend and one of Mina's few confidantes.  The other two were sisters who preferred to be called by their nicknames, Annie and Ellie. 

     At Mina's last count, there were well over 200 Magical Girls living on the campus.  Some mingled while others preferred a bit of distance.  None of them were ever left alone, though.

     "You'll be fine," Mina reassured Kazumi as she dug in.  "The Doctor always makes certain that we're not bored."

     "That's actually quite an accomplishment," Amy added.  "When you have over 200 girls with different interests, it could easily become a logistical nightmare." 

     Kazumi nodded.  She'd only had a brief tour of the available facilities, but they were mindboggling.  Of course, there was no staff, and everything had to be done by the girls themselves.  However, this didn't seem to pose much of a problem.

     "Annie, slow down," Ellie warned her sister.  "You're going to choke if you keep eating that fast."

     The redhead paused in her devastation.  Kazumi had to laugh as Ellie sighed and wiped off some stray grains from her sister's face.  Clearly, Annie's enthusiasm was a bit trying for her sister.  As for Kazumi, she'd had never had biological sisters, but the friends she'd made were pretty close.

     "I can't help it," Annie complained after gulping her rice.  "It's just so good!"

     "Did you actually taste any of that?" Ellie asked with a restrained smile.  It appeared to be the platinum blonde girl's default expression.  She seemed the kind of girl who was patient and gentle, but not above a hint of sarcasm.  It was also obvious that she loved her sister very much.

     "Of course I did!"  Annie said indignantly, her braided hair shaking as she nodded.  "It was tart and fruity and not mushy at all!"  Then she looked almost sad as she picked at the few grains remaining.  "I'd like to be able to cook like that."

     "You...need some more practice," Ellie said diplomatically.  Kazumi took this to mean that Annie was probably a disaster in the kitchen.  Exuberance and enthusiasm were great, but cooking well demanded at least a certain amount of discipline. 

     Kazumi decided to change the subject.  Besides, she didn't like to see anybody pouting.

     "So, you were the first?" she asked Mina.  "How did that happen?  I mean, you really trust the Doctor, right?"

     The blonde smiled.  "Of course I trust him.  I've been hearing stories about him all my life."  At Kazumi's questioning look, she elaborated.  "You see, my Dad works in UNIT."

     "Huh?"  Kazumi was confused.  "What's UNIT?"

     "Unified Intelligence Task force," Mina explained.  "Whenever anything weird happened, they came on the scene—usually with lots of guns," the blonde sighed.  "Dad's a squad commander, so he's seen a lot of action.  He used to tell me bedtime stories about how the Doctor saved the day."

     "Is he still--?"  Kazumi wasn't sure how to continue the question.  The Magical Girl life was hard on families—assuming that the family in question was still alive.  Orphans had both the toughest and easiest time of it.  She knew from experience.

     "He's alive," Mina confirmed.  "So is Mom.  The Doctor lets me call them every few days, just to keep in touch."  Her expression turned sober.  "A lot of girls here don't have that luxury."

     A thought occurred to Kazumi.  "Isn't that dangerous?" she asked.  "What if Kyubey was tracking us?"

     It was Amy who answered.  "Do you know the old saying, `out of sight, out of mind?'  Well, it appears that once we had been taken out of the equation, Kyubey ignored us.  It has a very linear way of thinking," the short-haired brunette mused.

     "And it's creepy, too," Annie added.  "He—it," she corrected herself, "keeps saying that it doesn't have emotions."

     "I don't know," Ellie commented.  "That little thing certainly seems smug at times to me.  I'd call smugness an emotion."

     "So, what's the Doctor's plan for us?"  Kazumi asked, changing the subject.  She really didn't need to think of Kyubey's deceptively innocent face right now.  "Does he need us do anything special for him?"

     Mina shook her head.  "He's just keeping us safe until the danger is over.  He was kind of vague on what the big danger was, though," she noted.

     "So, he's just going to let us go after that?"  Kazumi seemed a bit uncertain.  "What about all the girls who've lost their families?"

     "It's being taken care of," Mina reassured her.  "Dad's put out the word to UNIT and they've got some people for that."  The blonde turned introspective for a moment.  "They have some experience in that matter."

     "I was living with some friends--that is, before they vanished," Kazumi said.  "I don't know if they made it or not."

     A knock at the door got everyone's attention.  Mina, for some reason, seemed rather pleased.

     "Maybe you should get that," she suggested.  The other girls were sharing conspiratorial looks, but they weren't trying very hard to hide their smiles.

     "Okay," Kazumi said uncertainly.  All her doubts evaporated as soon as she opened the door.

     Two girls in casual clothing stood in the hallway.  Both of them were slightly taller than Kazumi.  One had short orange hair while the other had straight black hair that went down to her back.  They both smiled at Kazumi.

     "Hey," the redhead greeted her.  "Did you miss us?"

     Kazumi gaped at the two girls, her mouth wide open.  Then her eyes filled with tears as she hugged the two girls fiercely.

     "KAORU!  UMIKA!" she exclaimed.  "You're alive!  I thought that--that--"

     "We're fine, Kazumi," the long-haired brunette, Umika, reassured her.  "The Doctor got to both of us in time."

     "Barely," Kaoru noted.  "Sorry about not calling, but we figured that Kyubey might still be keeping an eye on you."

     "I don't care," Kazumi declared as she sobbed with joy.  "We're back together.  That's what matters."

     "Yeah," Kaoru agreed, but there was a sad tone in her voice.  "I just wish…"

     Umika noted her friend's hesitation.  It wasn't hard to figure out what she was thinking about.

     "Are you talking about the freezer?" Umika asked.  She thought about all the Magical Girls that hadn't been so lucky.  If things had been different, the campus might have had several dozen more occupants.

     "Freezer?" Ellie asked, raising one platinum-blonde eyebrow.  "May I ask what you're talking about?"

     The three girls separated, looking ashamed.  Umika, in particular, looked sober.

     "It was…an attempt to keep Magical Girls from becoming Witches," Umika began awkwardly.  "It seemed like the right thing to do at the time, but it didn't work out."

     Ellie didn't quite frown as she thought things through.  Beside her, Amy looked concerned, having come to the same disturbing conclusion as herself.  Mina was the third to figure it out.  Annie was wondering what the fuss was about. 

     "We all have regrets," Mina said softly.  "I don't think that anybody alive can say otherwise."

     "You're here, safe and sound," Amy pointed out.  "Right now, that's what matters."

     Ellie nodded.  "Whatever you've done, it's in the past.  It'll poison you if you keep it inside.  Believe me, I know," she said ruefully.  "Let it go."

     The three girls stood there in shock.  They had just been forgiven by the only people who could possibly understand.  That wasn't something that they expected, much less hoped for.

     Kazumi was the first to burst into tears.  Kaoru gripped her friend tightly and did the same.  Umika's façade of calm shattered and she completed the group hug.

     Mina glanced at her friends around the table.  They nodded in agreement and got up to leave.  As they passed the three crying girls, they said nothing.  Instead, they gently touched them on the shoulders, offering silent support.

     Mina was the last to leave.  She closed the door and leaned on it for a moment, looking contemplative. 

     "Thanks," the blonde said quietly.  "I think they'll be okay."

    

     "We can only hope," Ellie replied with a quiet smile.  Then she felt Annie's warm hug.  Reflexively, she patted her little sister on the head.

     "Do you wanna build a sand castle?" Annie asked.

     Ellie arched an eyebrow.  "No snowman this time?"

     "I feel like going to the beach today," Annie shrugged.  "Good thing the Doctor opened up that room."

     Ellie nodded.  "That sounds like a good plan," she agreed.

********

     School had finished for the day, but there were still plenty of people around.  There were a few questioning looks as the girls gathered, but nothing terribly unusual.  Homura had never given her classmates any impression that she was terribly social.  Now, she was walking with Madoka, Kyouko and Sayaka.  It was also odd to others that an upperclassman like Mami Tomoe would join their little group.  Then again, stranger things had happened.

     "We need a plan," Homura declared quietly.  "Walpurgis Nacht is on its way."

     "How long do we have?" Kyouko asked.

     "Eight days at the most," the brunette informed her.  "It may depend on some variables."

     "Then we need to set a strategy," Mami agreed.  "Where would be the best place for us to meet?"

     "I have all the materials at my place.  However, it isn't really suited for a group," Homura admitted, quietly embarrassed.  Her apartment was Spartan, to put it charitably.

     "Don't look at me," Kyouko piped up.  "I don't really have a place."

     "You do now," Sayaka pointed out.  "Mom and Dad said they'd be glad to have you anytime, for however long you want."

     Kyouko opened up her mouth to say something, then turned aside with a blush.  Sayaka's sincerity was both touching and embarrassing.

     "I got an image to protect, you know," the redhead muttered without much heat.  Then her tone softened.  "Thanks."

     Sayaka said nothing.  She merely smiled and nodded.

     "We could have it at my place," Madoka suggested.  "My parents like having Mami around.  I'm sure they wouldn't mind if I had a sleepover.  Or, I could just say it's a study session."

     "I don't want to impose," Homura said as she bowed her head slightly.  This sudden shyness came as a bit of a surprise to everyone.

     "You're not imposing," Madoka insisted.  She took Homura's hand, a gesture that made the brunette blush deeply.  "We're all friends here, right?  Friends help each other out."

     Sayaka, Kyouko and Mami couldn't help but notice Homura's reaction.  They silently shared glances with each other.

     "They do indeed," Homura agreed.  For a moment, she seemed very hesitant to let go.  With an effort, she did so and turned to leave.  "I should get my materials.  I'll meet you at your house."  She paused for a moment.

     "What's wrong?" Madoka asked.

     "Nothing," Homura said quickly.  "It's just…I've never had many friends before."  She looked at the assembled group earnestly.  "Thank you.  All of you," she said with a tiny smile.

     Kyouko and Mami looked embarrassed.  This was an openness that they hadn't seen from Homura.  It reminded them of the times when they'd put on fronts just to survive.  Neither of them knew the Hell that the brunette had endured, of course.  Seeing Homura act more like an ordinary girl instead of a hardened warrior gave them hope.

     "Uh, yeah, no prob," Kyouko stammered.  "It's kinda nice," she admitted.

     "What?"  Homura asked.

     "Being able to let your hair down," the redhead answered.  "Being around people you can trust."

     Mami gently touched Kyouko's shoulder.  The redhead smiled.  The fact that she didn't flinch was a very promising sign.

     "You saved us," Mami told Homura.  "You helped us when you could.  Now it's our turn to repay the favor—as friends."

     The brunette didn't say anything.  She merely smiled and nodded before heading to her place.

     "I didn't want to say this in front of her," Kyouko began, "but I haven't seen Kyubey today.  It ain't like that weasel is watching other Magical Girls," she pointed out.

     "That's true," Mami agreed.  "I'd rather not think about what it's planning."

     "Hey, at least we're getting our heads together," Sayaka pointed out.  "And don't tell me that this is just Magical Girl business only, okay?  Not after all we've been through."

     "Didn't even enter my mind," Kyouko said with a grin.  "Besides, five heads are better than one, right?  It's not like we're going at this alone."

********

     "There you are."  Donna's tone wasn't quite exasperated, but it was getting close.  "The girls were getting worried about you."

     As soon as they'd entered the TARDIS, the Doctor had asked her to check in on the girls.  When she was done, he wasn't in the control room as he usually was.  Instead, she waited outside the door to the campus.

     "Sorry," he said contritely.  "I've been a bit busy in the lab."

     "Busy?  What's so important that you couldn't stop by for a few minutes?"  Donna paused.  "Wait, you have a lab?  I thought you did stuff like that in the control room?"

     The Doctor looked slightly uneasy.  "Yyeah, well...there are some things in the lab that might be some things that you'd find disturbing."

     She crossed her arms and tilted her head in annoyance.  "Oi, Space Man, maybe you should remember who you're talking to?  I'm not that squeamish.  Do you have one of those grey aliens from the Roswell crash floating around?"

     "Of course not," he protested.  "Lovely people, by the way.  Planet's a bit on the sparse side, vegetation-wise, but not a bad place for a stopover," he commented. 

     "So what do you have in the lab?"  Donna demanded.  "If you've been taking samples from the girls—"  She stopped as the Doctor didn't quite glare at her.

     "I wouldn't," he said simply.  Then he relaxed slightly.  "I've been investigating the Incubators."

     "You couldn't do that with an encyclopedia?  Maybe you can't look them up on the internet, but—"

     "That's the thing," the Doctor interrupted her.  "With the exception of the one book I've already mentioned and a few reports, there's hardly any trace of them.  They've kept a very low profile."

     Donna considered this.  "So your main source of info is a children's book?"

     He nodded.  "I managed to get some other information.  It's not pretty and that's why I've kept it in the lab.  Besides," he said reflectively, "the girls really don’t need any reminders."

     Donna had to agree with him there.  "So, what have you found?  And for the record, please keep the technical stuff down, okay?"  She crossed her arms expectantly.

     "First of all, I said that the Incubators have a kind of hive-mind.  You know what that is, right?" he asked.

     She considered the question.  "Is it something like what the Ood had?  You had lots of different people sharing a kind of mental party line?"

     "It's similar, yes, but totally different in one respect:  The Ood had different minds linked together.  The Incubators are literally one mind in billions of bodies—and, in fact the **same** body, down to the genetic level."

     Donna frowned.  "Am I going to have to get the aspirin now?"

     "If you do, keep it away from me.  I don't take well to it," he remarked.  "Anyway, I've noticed a few more oddities in Kyubey's anatomy."

     "Do they explain the whole `emotionless cannibal' routine?"  She shivered.  "That's just wrong."

     The Doctor held up a finger.  "Actually, yes, they may explain those bits.  I've noticed that the hindbrain is almost vestigial in comparison—"  He stopped as Donna's eyes started to glaze over.  "Basically, it has no `fight or flight' instincts, which should pretty much guarantee extinction."

     "Obviously, that hasn't happened," she remarked sourly.  "What else does the hindbrain do?  Why's it so important?"

     "It's the beginning of the limbic system, the root of basic emotions.  Rationalization is all well and good when you're a bit higher on the evolutionary ladder.  In the beginning, though, you need survival instincts."

     Donna took a moment to digest this.  "All right, I can see that.  But why aren't the Incubators extinct if they don't have survival instincts?"

     "My theory is that they once had emotions.  Over time, they mostly got rid of them."

     "Mostly?"  That was a qualifying statement that Donna hadn't expected.  "That little creep acts smug all the time.  Don't tell me that it's not being emotional.  Anyway, what's so bad about having emotions?"

     "Hive minds are great for processing power," he explained.  "They're not so good for creativity but they can learn and adapt **fast**.  Emotions, especially conflicting emotions, aren't very efficient in that respect.  Think of every time you've had interference with your mobile.  That's what emotions represent to the hive mind."

     Donna frowned.  "All right, I think I've got it.  So what happens if Kyubey starts getting all emotional?"

     "The hive mind would have no choice but to disconnect the malfunctioning unit.  It'd be like amputating an arm or leg that's gone bad.  Otherwise, the emotional feedback would degrade and splinter the hive mind.  Having each unit suddenly become an individual would result a mass deadlock of bickering and no consensus.  Nothing would get done."

     "So, basically, it would be like politics," Donna remarked.  "That would be a way to destroy them, yeah?  Without killing them, I mean?  Given what they've done, it'd be what they deserve.  It'd be their just desserts."

     The Doctor was about to protest when the door to the campus opened.  A tallish brunette, almost Donna's height, peered out.  Her long brown hair had been pulled back in a ponytail, and green eyes noted the tension with some worry.

     "Is everything all right?" she asked.  "You were running late for dinner."

     The Doctor smiled.  "Everything's fine, Lita," he said gently.  "I just had to take care of a few things.  It's all right."  He decided to change the subject.  "How are you getting along with your roommates?"

     Lita smiled.  "We're doing great.  Mina--well, I don't think she realizes how good she is at being a leader.  We all have to keep Amy from losing herself in your library.  Raye..."  The brunette hesitated.  "She's not getting along with the Ice Queen."

     He raised an eyebrow.  "What, Ellie?  I can't imagine that.  She's actually very kind and—"

     "No, the other Ice Queen," Lita corrected him.  "Ellie's sweet, but Weiss?"  She shook her head.  "If you didn't have the `no fighting' rule, I would've knocked some sense into her.  She still thinks she's in her own exclusive world.  Even though Ruby and the others have been trying to rein her in, she's still acting all snooty."

     "Maybe it's because she **isn't** in her world that she's acting that way?"  Donna suggested.  "Some people fall back to old habits or cop an attitude to try to cope.  Not a word out of you, Spaceman," she warned the Doctor.

     He said nothing, but his smile was eloquent enough.  He stuck his hands in his pockets and shrugged expressively.

     "Could one of you talk to her, please?" Lita asked.  "Those two are really starting to get on each others' nerves."

     Donna glanced at the Doctor.  "Do you--?"

     He took his hands out of his pockets and held them before him.  His smile broadened into a grin.

     "Oh no, no," he said cheekily, "I defer to your experience in these matters."

     Donna gave him a sour look.  That softened as she noticed Lita sighing in relief.

     "Thanks," the tall brunette said.  "I'll save a piece of pie for you both."  Lita paused as she considered something.  "You guys do like apple pie, don't you?  I mean, I don't know if you have any allergies or anything--"

     "Apple pie's fine," the Doctor reassured her.  "We'll be along in a bit."

     Lita nodded and ducked back through the door.  Donna noticed that the brunette had a distinct flush on her face.

     "I think she fancies you," Donna commented, only half-teasing.  There were more than a few girls who'd gotten tongue-tied when the Doctor was around.  To his credit, he hadn't encouraged anything more.

     "She's very talented," he replied, changing the subject.  "She's the one who organized the cafeteria line to boost up morale.  Probably have her own restaurant one day and make some bloke happy."

     "Yeah," Donna said.  What she hadn't said was "if they live past this."

     "Well, time for dinner," he announced.  "I'll tell you the rest of the plan after that."

********

     The dinner at Madoka's house wasn't as chaotic as she'd feared.  Granted, she'd just come home with all of her friends in tow, but her parents seemed to take it in stride.  They just seemed happy that their little girl was bringing friends over.  Kyouko's appetite had raised an eyebrow or two, though.

     They retired to Madoka's room for the "study session."  Actually, it was a combination of study session and war council, judging by Homura's preparations.  She pointed at maps outlining the defenses she'd already prepared.  It was a bit disturbing when Homura switched from tactician mode to that of an instructor--at least, when one of Madoka's family showed up.

     "I have defenses here, here, and here," Homura pointed to a map.  "There's an energy line, a path that Walpurgis Nacht always follows.  My plan is to hopefully weaken it before we have to take action."

     "`Always follows'?" Mami asked.  "The way you're talking, it's as if you've fought this Witch before.  You've also said that this Witch would mean the end of everything."

     "Yeah, if it's so badass," Kyouko chimed in, "how'd you survive?"  She paused.  "No offense, but I think we've really gotta know where you got this info."

     Homura looked torn for a moment.  Then she realized that something was missing.  "Has anyone seen Kyubey lately?"

     "Can't say I have," Sayaka replied.  "Good riddance to that little freak."

     Homura paused.  "Something's wrong.  Kyubey wouldn't miss an opportunity to try to recruit a new Magical Girl, especially when we're gathered like this."

     "So?"  Kyouko asked.  "You ask me, we're better off."

     _It never did that before_ , Homura thought to herself.  _Kyubey was always waiting around, waiting to pounce when we were vulnerable.  Why isn't it around now?_

     "Homura?"  Madoka looked concerned.  "Are you all right?"

     The brunette shivered slightly.  Then she bowed deeply to her friends.

     "I'm sorry," she said, her voice raspy.  "I have to keep this one last thing to myself."

     Mami exchanged looks with the other girls.  Then she took the lead.

     "Why?" she asked gently.  "After all we've been through, you know you can trust us.  We trust you."

     Homura looked miserable.  "I know.  It's just that Kyubey is telepathic.  That's how we can communicate using the Soul Gems."

     "I ain't quite following you," Kyouko said.  "What's that got to do with it?"

     "You don't want Kyubey in your head?"  Sayaka asked.  "Why can't you tell us?  We're not going to say anything."

     "Your mind isn't shielded," Homura pointed out.  "None of yours are.  I…had some help.  Kyubey can't read my mind, but it can read any of yours.  And there's something that I would very much like to keep secret."

     Madoka thought about it.  "You don't want Kyubey to know what you can do?" she asked.

     Homura nodded.  Madoka might not have been the smartest of the group, but she could figure things out well enough.  The pink-haired girl tended to follow her heart more than her head.  It was a tendency that had gathered mixed results in the past.

     "So what you can do," Kyouko began, "is part of how you got this info on Walpurgis Nacht, right?  And you don't want Kyubey knowing that?"

     "If at all possible," the brunette replied.  "I don't believe that Kyubey will actively try to thwart me, but things could change."  _Like pretty much everything this time around_ , she thought to herself.

********

     Kyubey sat calmly in the shadows outside the Kaname household.  Homura's caution was warranted; it had been taking discreet peeks into the girls' minds every so often.  Homura's mind, however, was heavily shielded.  Bit by bit, however, the Incubator's efforts had yielded a curious result.

     Every once in a while, Kyubey "heard" one of two words leak from Homura's mind.  The first word was "Madoka."  This seemed reasonable, given that the brunette appeared to be showing signs of an obsession with the pink-haired girl. 

     Kyubey wasn't certain what to make of the other word.  Homura seemed physically healthy and should have had no need for medical attention.  Nevertheless, Homura thought of the word "Doctor," capitalized and all.

     Kyubey could at least recognize emotions, even if it did not currently have the capacity to experience them.  Both these words were associated with warmth and kindness.  It really was incomprehensible to the Incubator.

     In retrospect, the Humans were much like the Obsolete Ones.  They had been driven by their emotions as well.  That aspect of them had caused no small amount of suffering and turmoil.  The laws of nature may have favored diversity, but it also led to a terribly inefficient society.  There were always at least two or more sides, splintering factions and opinions that raged beyond sensibility.  Before the Great Reorganization, it was amazing that anything had been accomplished.

********

     Donna tried not to be amazed at what the Doctor had accomplished with the campus.  He worked miracles on a daily basis, but she didn't feel the need to stroke his ego.  A little humility was good for the soul, she reasoned.

     It was a little past 8 when they'd finished dinner.  After checking on the girls, they headed to the TARDIS control room.  For some reason, he was adamant that Donna not go to the lab.  She wasn't sure that she liked the implications.

     "Not bad," she said begrudgingly.  "You've managed to get almost 300 girls together and they haven't rioted yet."

     "The hard part is coming in a week," he reminded her.  "I still have to figure out how to deal with the Incubator and Walpurgis Nacht—not necessarily in that order."  He circled the control pillar almost idly and flipped some switches.  Then he peered intently at one of the displays and frowned.

     "How can you `deal' with a creature that keeps coming back?" Donna asked.  "You can't keep it down, and you're not going to kill it.  Next you'll be telling me that there's no prison that can hold it."

     "Well...that would involve Kyubey being convicted of a crime.  I've said before that I'd rather not involve the authorities in this.  They wouldn't get all the charges correct, either," he added quietly.

     That last bit piqued her curiosity.  "What charge?"

     The Doctor looked distinctly uncomfortable.  He swallowed hard and found that he couldn't meet her gaze.

     "Doctor, what charge?" she repeated.

     He responded by fixing her with a gaze that was both angry and haunted.  Donna could understand the anger, but she didn't know why the Doctor would be even remotely sad about the Incubators.

     "The charge would be genocide," he replied, his voice low and rough.  "Kyubey wiped out its own kind.  It's something we have in common," he said bitterly.

     Donna paused.  He'd told her about the Time War and his role in it.  The scars from that experience had been deep.  The look in his eyes was similar to what her Grandpa mentioned about other troops.  They had the thousand mile stare of those who had seen or done too much.

     "What are you talking about?  People aren't extinct here on Earth—"

     "I'm not talking about Earth, I'm talking about the Incubators' home world.  The Incubators that came before Kyubey are extinct."

     "How do you know this?" she asked.  "You haven't traveled in time and all you have are scraps of information."

     "That's just it, Donna," he said, smacking his hand against the central pillar.  "I did some digging and the Incubators were once a thriving, sociable race.  They even had different colors and shapes!  Oh, they could be argumentative, but they were on their way to the stars.  This was from the records of a few merchant and explorer ships."

     "So what happened?"  Donna suspected that she knew the answer, but it was important for the Doctor to vent.

     "Imagine that one day, out of the blue, evolution plays a little trick on them.  There's a child born who's genderless, intensely clever and capable of creating intelligent replicas of itself.  That child, to the old Incubators, is a threat.  No, more than a threat; it's a super-predator.  It's an extinction waiting to happen.

     "Think about it, Donna," he continued.  "The enemy is already inside the gates.  It's wickedly clever, can't be stopped and it looks like anyone else.  Can you imagine how horrible it must have been, to be killed by someone who looks ordinary?  That's the most frightening kind of monster."

     Donna took a moment to digest what she'd heard.  It seemed unbelievable at first, but it sounded like something Kyubey would do.

     "Hold on," she began, holding up her index fingers.  "Are you telling me that Kyubey **ate** the rest of its race?  Why would it do that?!"

     "We know that Kyubey is obsessed with efficiency.  You know when you were a temp?  Didn't you ever see a worker struggling with something that just came naturally to you?"

     "Yeah, but I didn't kill them and take their place!  The way it sounds, it's like that thing is some kind of mass murderer!  And don't tell me that you're like that thing because—because you're just not!"

     Any protest the Doctor might have made was interrupted by an alarm from the central console.  He frowned as he slid over to check.  Said frown changed to an expression of almost slack-jawed disbelief.

     "What?" he muttered as he fiddled with the controls.  "What?!" he repeated, this time louder.  He was clearly not happy with what he saw.  "WHAT?!"  he finally exclaimed.

     "What is it?" Donna asked.  "What's wrong?"

     "It can't be," he whispered.  "It just can't be!"

     "Oi!" Donna yelled.  "Feeling a little lost here, Doctor!"

     He showed her the display.  It was a map of the world and several points flashed red.  One point winked out as she watched.

     "I set up a sort of early warning system when I was rescuing the girls," he said.  "If the sensors detected energy related to a Witch, it would let me know."  He frowned.  "Walpurgis Nacht is coming."

     "We all knew that," Donna remarked.

     "Yes, but not for another week!"  He traced a path on the display.  "I just can't figure out why it would come early!"

     "So, is this thing one Witch or a bunch of them?  The way you and Homura were talking, I wasn't sure."

     The Doctor's frown deepened as he leaned on the central console.  "Walpurgis Nacht is a collective of Witches that comprise one Witch.  Basically, it's one Witch at the center controlling all the others that she's absorbed.  Because she's absorbed so many, she's not bound by wards or territories.  This Witch is mobile, sweeping up other Witches on…her…way…"  He trailed off as realization dawned on his face.

     "All right, I'm missing something here," Donna said.  "The way you're talking, it's like she's some sort of migratory predator."

     "That's a very good analogy," he replied.  "Walpurgis Nacht is hunting for food.  In a sense, Magical Girls and Witches are her `food.'"  He paused, and his expression turned grim.  "Now what happens if there's no food to be found?"

     "She's moving on?  That's what she's doing?"  Donna didn't like the sound of this.  "So why is she early?  How long do we have?"

     He checked the display.  "We have three, maybe four days at the most.  She's headed straight towards this town—straight towards the last three Magical Girls that she can sense."

     The Doctor pushed himself away from the console and collapsed onto the sofa.  He looked drawn and old as he buried his face in his palms.

     "This is all my fault," he whispered.  "I never considered that by taking the Magical Girls out of circulation, I'd be **accelerating** the deadline."

     "Doctor," Donna said urgently.  He didn't seem to listen.  Instead, he lifted his gaze imploringly.

     "I couldn't just leave them like that," he said, almost rambling.  "I couldn't just let them turn into Witches.  I just couldn't.  But I couldn't save enough, Donna."  He swallowed hard.  "I couldn't save them all.  And now we'll all pay the price."

     Donna's expression changed from urgency to disbelief and then settled on anger.  Leaning in close, she tapped the Doctor on the shoulder.  His despondent gaze quickly changed to shock and indignation as she grabbed him by the shirtfront.

     "Donna, what--?!"

     "Follow me," she said softly.  "Or I can drag you; whichever one works.  Right now, I'm in no mood for your little pity party.  So, which will it be, Spaceman?"

     He hesitated, mostly due to the raging intensity in her eyes.  Donna wasn't being violent, but it was clear that she wasn't fooling around.

     "I'll walk, thank you," he finally said.

     "Good," she replied.  She sounded vaguely smug about something.  She released his shirtfront and he stood up.  A few minutes' walk later and they were in front of the door to the campus.

     "Why are we here?" he asked.

     "Isn't it obvious?" she asked pointedly.  Then clapped her hands together and smiled sweetly.  "Oh, that's right.  Here you are, 900 years old, seen most of time and space and you **CAN'T BLOODY TELL THE FOREST FROM THE TREES!** " she yelled, causing the Doctor to wince.  "Open the door and tell me what you see!"

     He did so.  The "sun" was setting, but some girls were still relaxing on the grass or near the fountain.  Occasionally, a girl would laugh at a joke.

     "It's just the campus," he said.  "The girls are just having a quiet moment before curfew."

     "Yeah, and tell me how they look."  She crossed her arms expectantly.

     "Sorry, what?"  He arched an eyebrow in confusion.

     "How do they look?" she asked intensely.  "Do they seem in any way out of sorts?"

     "Well, no," he allowed.  "They look pretty happy."

     "That's just it, Doctor!" she yelled.  "You've got over 200 Magical Girls who are happy, alive and **not** Witches!"

     "297," he corrected her, then frowned as she glared at him.

     "You saved them, you big Dumbo!" Donna was just this side of shrieking.  "You saved 297 girls from a fate worse than death!  All right, so you couldn't save them all, but I'd say you did pretty bloody well for yourself!"

     The Doctor paused and swallowed.  "I guess so," he allowed.

     Donna sighed, exasperated.  "What is it **now**?!"

     He frowned.  "According to my scans, Walpurgis Nacht has at least a thousand Witches fused into its body.  There's no way that three Magical Girls can take that on and win."

     "Maybe three Magical Girls can't win, but maybe a hundred times that would have a better chance?"  She gestured expansively to the campus.

     The Doctor's expression hardened.  "No," he said harshly.  "That's not even on the table, Donna.  I can't--"

     "Why not?!"  She glared at him.  "The whole world's at stake here, Doctor!  You know that better than anyone!"

     "They've suffered so much already!"  He looked away and sighed.  "They've been through so much pain and I took them in to save them.  I didn't do this to raise an army."

     Donna's expression softened as she touched his shoulder.  There were times when she hated playing devil's advocate.  This was one of them.

     "Guess what, Doctor?" she said gently.  "Right now, an army's exactly what we need.  The least you could do is to tell them the truth and have them decide."

********

     "Do you know what this is about?" Kazumi asked as she passed Mina.  The Doctor had put a call in for every girl to assemble at the auditorium.  According to the other girls she'd met, this was unusual—especially this close to the curfew time.

     "I don't know," Mina admitted.  "He seemed pretty sad about something."

     "The Doctor?  Sad?"  Kazumi seemed uncertain.  "He's been nothing but nice to me.  And, judging from what I've seen, pretty much everyone has the same feeling."

     "What's odd is that he never asks for everyone to get together in one place," Mina observed.  "He pretty much lets us do as we please--at least, within reason," she amended.

     "I guess we'll find out.  Umika and Kaoru said they'd save me a spot up front."

********

     "Good evening, everyone," he greeted them in the auditorium.  It also served as a movie theater and stage for those girls who wanted some entertainment.  One of the more amusing productions had been a stage show organized by Ruby and her friends.  The girls had been humming "YMCA" for a few days afterwards.  The movies had been well-received, especially with Lita organizing the concessions and whatnot.

     He wished those happy times could have continued for a few more days.  It couldn't be helped, however.

     He'd had the whole building wired for sound, since even his voice couldn't carry all the way.  "I have a bit of news, and I'm afraid that it's not good."

     "Well," a white-haired girl in the crowd muttered, "so much for the vacation."

     "Weiss, shh!" The short-haired brunette next to her looked annoyed.  "I want to hear this."

     The Doctor took a moment to collect his thoughts.  "Outside the TARDIS, I've detected the approach of a very large, very powerful Witch.  My source calls her Walpurgis Nacht, and she's on her way to this town."

     Mina raised her hand.  "Why's she coming here?  Does she know about us?"

     He shook his head.  "No, but she can probably sense the last three Magical Girls outside the campus."

     That set off a chain reaction of murmuring in the crowd.  As far as they knew, there weren't any Magical Girls outside of the campus.

     "I couldn't bring them in because Kyubey is keeping a close eye on them," he explained.  "Donna and I have been helping them where we could."

     Amy raised a tentative finger.  "This Witch--Walpurgis Nacht, you called her--how powerful is she?"

     The Doctor paused before answering.  They deserved to know the truth.

     "This Witch has fused other Witches to herself," he explained.  "I'm not certain how many, but from the looks of it, there may be as many as a thousand Witches.  Left alone, it's probably strong enough to scour the Earth."

     There was a collective gasp.  Then the chattering intensified.

     Kazumi raised her hand.  "Um, me and my friends fought something like this, but with only twenty or so Witches," she began.  "Are you telling me that these three girls have to face something that big alone?"

     The Doctor hesitated.  He clearly did not want to say his next few words.

     "Not unless you want to help," he said quietly.  "It's not what you signed up for when I brought you aboard.  I'm not going to shove you out the door and I'm not going to lock you in.  It has to be your choice."

     "So that's it?" Weiss stood up and complained.  She looked  betrayed and disillusioned.  "You save us, make us think we're having a vacation, and now we have to pay the price.  Am I right?" she asked bitterly.

     "No."

     Everyone turned to face the source.  Ellie had drawn herself up, tall and proud.  There was no uncertainty in her manner.

     "If that were the case," Ellie continued, "the Doctor would never have forbidden the use of magic or fighting.  If he wanted an army, we would have been training all this time."

     "But he's asking—" Weiss began, but she was cut off by Ellie's intense glare.  It was an expression that did not tolerate disobedience.  The white-haired girl gulped and looked chastened, almost diffident as she sat down.

     "The Doctor has saved us," Ellie stated simply.  She gestured around the auditorium to the surrounding girls.  "How many girls here do **not** owe their lives to him?  I think that you'll find that number to be precisely zero."

     She stood next to the Doctor and gestured for his microphone.  Almost mesmerized by her voice, he handed it to her.

     "He has given us a chance to live," she continued.  "For almost a month, we have been together.  He didn't ask for anything in return.  We just lived as the ordinary girls that we once were—and most of us want to be again."  She paused and gestured to Mina.  "Are you scared?"

     Mina blinked.  This was rather sudden.  "Yeah, a little," she replied.  "Well, okay, I'm more than a little scared."

     Ellie smiled.  "Good.  Then that means you have sense.  Only a fool wouldn’t be afraid.  I do remember an old saying, though:  `Courage is hanging on one moment longer.'"

     Onstage, Donna shot a knowing look at the Doctor.  She didn't have to say anything.  Ellie words were eloquent enough. 

     "I'm scared, too," she admitted.  "But think about how bad it must be for those three girls outside.  As far as they know, they are alone.  They think they're shouldering our burden—no, the burden of the entire world.  They think that it's **just them** —that they're the last chance to save the world.  Knowing this—knowing how all of us have felt while fighting Witches—can we really just leave them alone?"

     Ellie paused for a moment and took a long look around her.  The other girls were shocked, scared and uncertain before she spoke.  Now, she could sense a growing feeling of determination in the crowd.  Satisfied, she passed the microphone back to the Doctor and sat down.  She almost kept her hands from trembling.

     "Are you okay?" Annie whispered.  She gently squeezed her sister's hand.

     "No," Ellie replied, so softly that even Annie strained to hear her words.  "I hate public speaking," she admitted.

     "You did great," the redhead reassured her.  "You made everyone think."

     "I hope so," she replied.

     Onstage, the Doctor looked sad, yet proud.  Humanity never ceased to amaze him.

     "Told you so," Donna whispered in his ear.  "Bet you five quid that Mina steps up as the leader."

     "No bet," he replied, keeping his voice low.  He cleared his throat and spoke into the microphone.  "Does anyone have any questions?"

     A short-haired brunette with silver eyes raised her hand.  She looked less afraid and more curious than her seatmate Weiss.

     "Do you have a plan yet?" she asked.

     "Not just yet, Ruby," the Doctor admitted.  "I don't know what all of you can do.  I've got a pretty good idea of who would work well together.  Other than that, I need someone—"

     Mina stood up.  "I can handle this, Doctor," she said.  There was a subdued muttering in the auditorium as she glanced around, but it settled down as they made eye contact.

     Mina's eyes betrayed no uncertainty or nervousness.  Anyone who locked eyes with her felt nothing but focus and confidence.  One look, and the girls knew that she wasn't the sweet, somewhat ditzy girl who welcomed them.  Right now, she was a leader.  Wordlessly, the Doctor gave her the microphone.

     "All right," Mina continued, "after breakfast tomorrow, I want everyone to list what you can do as a Magical Girl.  I need team lineups and what each member does.  Is anyone other than Amy good with strategies and tactics?"  There were a few raised hands.  "Good.  You've just volunteered to work out the fight.  In the meantime, get some sleep."

     Ruby raised her hand.  "What about our powers and our weapons?" she asked.  "We'll need to train."

     Mina nodded.  "Good point.  Doctor, is there something you can do?" she asked.

     He looked distinctly uncomfortable.  "I can turn off the temporal grace—" He frowned as Donna glared at him for slipping into technobabble.  "Tomorrow, you'll be able to use your powers and not before," he promised. 

     "And our Soul Gems?"  That came from a short-haired brunette.  She was fending off her seatmate's hugs with practiced annoyance.  "Will we need Grief Seeds?"

     "No, Mikoto," he replied.  "I'll make certain that you won't."

     Her seatmate, a petite brunette with her hair tied into twin ponytails, paused from her advances.  She frowned as she attempted to work out how the Doctor could promise that.

     "How will you manage that, Doctor?" she asked.  "Kyubey stated that only Grief Seeds can keep our Soul Gems functioning."

     "Well, Kuroko, Kyubey doesn't know everything.  I have a little something that should do the trick."

     There was some discussion, but the group dispersed shortly afterwards.  That left Donna and the Doctor alone on the stage.

     "I know you're scared for them," she began.

     He nodded.  "Yeah.  Yeah, I am," he admitted.  "I have to break the news to Homura.  I'm not sure if she'll be okay."

     "She'll rise to the challenge like the others.  Isn't that what you always say you like about humanity?" she reminded him.

     "One of them, yeah," he replied.  "Can't say that I'm happy to have them fight, but they're not backing down."

     "All things considered, I think that went pretty well," she commented.

********

     Homura had a vague feeling of dread as she woke up.  She wasn't sure why, though.  Things had gone fairly well with the planning meeting/strategy session last night.  With any luck, they would have a workable plan just before Walpurgis Nacht would show up.

     It felt so odd to truly call the other girls her friends.  Some part of her still warned her to be wary, to distance herself just in case this went bad.

     She was looking forward for this endless month to be over.  It was scary, but exciting to know that something new would be happening.  She was tired of the familiar sights that the time loop had ground into her.

********

     The girls assembled at the fountain that morning after breakfast.  It was a familiar sight to all of them, one that they had all associated with good times.  There were some jokes that the Doctor might have put something in the water, though nothing was ever proven.

     He stood in front of the fountain, unconcerned at the occasional bit of splatter from the water.  He looked oddly resigned, as if he was about to commit an irrevocable act.  Beside him, Donna looked vaguely impatient.  They didn't have much time before they had to go to school, after all.

     "For weeks," he began, "you've been resting and mostly getting along.  You haven't had to worry about Kyubey, Witches, or much of anything else.  I think that it must have been a wonderful vacation.  I only wish that this could have continued."

     "It's not your fault, Doctor," Mina insisted.  "Even if we didn't know what we were getting into, we still chose to become Magical Girls.  We all chose to stay here," she pointed out.  "I don't think that there's anybody here who would accuse you of kidnapping them or keeping them prisoner."

     "I know, Mina," he said almost somberly.  He gestured to the fountain.  "This fountain holds a secret, as I'm sure that some of you have guessed.  Now, I could tell you what it is, but I think that showing is better than me blathering about."

     "That never stopped you before," Donna muttered.

     "Oi!" he whispered with an annoyed glance.  "Not the time."

     "Sorry," she replied with actual contrition.  "I know this isn't easy for you."

     The Doctor nodded and took out his sonic screwdriver.  Aiming it at the fountain, the device buzzed.  What happened next left every Magical Girl gaping.

     The water stopped and the fountain collapsed in on itself.  It happened in an orderly, mechanical way, like a shifting block puzzle.  When the fountain was finished, there was a small box on a pedestal.  The slightest of cracks showed a bright blue light from within.

     The Doctor gestured with the sonic and the pedestal rose until it was level with his chest.  Pocketing the sonic, he spared one last glance at the assembled Magical Girls.  He hesitated before stepping inside the fountain, but moved on.  With a calm that he didn't feel, he picked up the box and held it some distance away from him.  Then he turned to face the assembled girls and opened the box.

     The hope diamond within painted the entire scene a brilliant royal blue.  For thirty long seconds, the girls were exposed to its full power.  They'd felt it before during the last month, of course, but not to this degree.

     The Doctor and Donna couldn't know what each girl was seeing.  What was certain was that there was neither anger nor fear in their expressions.  Some looked determined.  Some looked astonished.  Still others looked joyful at what they saw.

     The Doctor closed the box and the blue light faded.  It was a few moments before any of them could speak.

     "What--what was that?"  Mina stammered.

     "Hope," the Doctor replied as he set the box down.  He took out his sonic.  "Let me see your Soul Gem, please."

     Mina was still confused, but she complied.  Her orange Soul Gem wasn't just bright, it was almost blazing with power.  Oddly enough, it didn't hurt to look at.

     He scanned the Gem and nodded.  "That did it.  Right now, you could go all out for years without having any corruption."

     Mina blinked.  "Years?!" she exclaimed.

     "Wait," Weiss began, "Are you telling me that you recharged our Soul Gems with that light?"

     "Recharged?  No," he admitted.  "I supercharged them.  All this time you've been on the campus, you've been recharging them.  Every time you've been near the fountain, you've been continually purging what little corruption there was left."

     "You've had this all this time?" Kazumi asked.  "Why didn't you bring this out earlier?"

     The Doctor frowned.  "Were any of you ready for another battle when I brought you in?  You didn't need power then.  You needed rest and you needed to heal."

     Kazumi seemed to consider something.  "Miss Donna said that this was a time machine.  There are some girls that could've—"

     "I can't," he said softly.  The Doctor looked genuinely pained for a moment.  "Right now, I'm off the Incubator's radar.  If I cause any ripples in time right now, that thing **will** investigate and it **will** find me—and all of you.  Then there's the matter of that time loop we're in," he said almost as an afterthought.

     "How bad would it be?" Ruby asked.

     "Imagine you're riding your bike around the block.  Now try to go into reverse gear while you're forced to go forward."

     "Bikes don’t have a reverse gear," Ruby pointed out.  "Would it be really messy if they did?"

     "Messy?" he repeated.  "Yeah, I suppose you could say that.  Not only do you wipe out and hurt yourself, you could also cause a hole in the road.  That road becomes a sinkhole and it starts growing, swallowing not only other roads, but yards, houses, the neighborhood—"

     Donna mimed a "time out" sign.  "I think they get the message, Doctor," she said archly.  "Is it accurate or is it just a good analogy?"

     "Both," he said almost grimly.  "I've been tempted, Donna.  The potential for damage is far greater than you think.  If I could have done it--"

     "I believe you," Donna said gently.  "So, what now?"

     "I've opened up a few training areas," he announced to the assembled girls.  "Use them to coordinate and to make your plans.  The curfew is still in effect because you can't fight when you're exhausted."  He paused.  "Good luck to you all."

     The two adults didn't look back as they exited the campus.  When the Doctor closed the door, he leaned on it heavily and sighed.

     "Oi," Donna nudged him.  "You gave them hope.  Maybe you should have some for yourself."

     He smiled wanly.  "Maybe.  Anyway, it's time we headed to the school."

********

     Homura's sense of unease hadn't diminished as she walked with the other girls.  It wasn't something oppressive; rather, it was a niggling feeling like a whine at the edge of hearing.

     "Is something wrong?" Madoka asked.  "You look distracted."

     "I've got a lot on my mind," she admitted vaguely.  She couldn't go into more detail because Hitomi was walking with them.  "I'll work it out.  Don't worry about me."

     Madoka frowned.  "I do worry about you," she admitted.  "I worry about all my friends."

     Homura tried to ignore the glances between Kyouko, Mami and Sayaka.  If they started nudging each other with their elbows, they couldn't have been more obvious.  Thankfully, Hitomi seemed blissfully oblivious. She filled the air with casual talk about this and that.

     She hadn't expected the Doctor to be waiting for them at the school gate.  He was smiling, but there was a subtle intensity in his eyes that was easy to miss.  The fact that he was there didn't exactly bode well.  It meant that he had a message that he couldn't deliver otherwise.

     "Good morning ladies," he said brightly.  "Are we ready for another day of fun?"

     "I wouldn't call school `fun,'" Kyouko began, "but I'm okay with your class.  I actually stay awake while you're teaching."

     The Doctor raised an eyebrow, followed by a grin.  "Good!  Glad to know that you're adjusting, Miss Sakura."  He made a show of looking at his watch.  "Whoops, almost time for class.  Don't let me hold you—oh, Miss Akemi, I have something for you."

     Homura tilted her head slightly.  Did the Doctor know what kind of risk he was taking, having them seen together? 

     _It must be really important_ , she decided.  He wouldn't do anything like this otherwise.

     "Anyway," he pretended to babble, "I thought that you might like a look at this.  It's not usually my thing but let's just say that it got my attention.  Might want to take a look at it after class and talk to your friends about it."

     With that, he handed her a paperback novel.  She turned it over and saw the title:  Ring by Koji Suzuki.  A quick flip through the pages revealed a sticky note within, presumably his message.  She noticed that the sticky note just had a "-4" written on it in a feminine script.

     "I'll do that," she said softly, trying to keep herself from asking too many questions.  "Thank you, Mr. Smith."

********

     Madoka and the others knew that something was very wrong when lunchtime came around.  Homura approached the group (minus Kyouko, who was having lunch with Donna) looking absolutely pale. 

     "We have less time than I thought," she whispered to the group.  "Walpurgis Nacht isn't coming in a week; she'll be here in three days at the most."

     The group looked slack-jawed at Homura.  There were so many things they wanted to ask.  However, the school yard was hardly the time or the place for such questions.

     "I have it on very good authority," she explained.  "They're working with me, so I trust them."

     "So you admit that you have an accomplice?" Kyubey asked from behind the huddled group.  The Incubator's voice made the girls flinch.

     Sayaka glared at Kyubey.  "Where have you been hiding?" she almost growled in a low voice.  Out of the corner of her eye, she saw Kyouko returning from her time with Donna.  The redhead had seemed contented, but she scowled at the sight of Kyubey.

     Kyubey tilted its head slightly.  "`Hiding?'" it asked.  "I have been doing nothing of the sort.  To hide implies that I was being deliberately evasive.  I merely found a different vantage point from which to observe matters."

     "Translation, you wanted to watch us twist in the wind," Kyouko remarked softly.  "When were you gonna tell us about the big one?"

     "I have no emotional impetus to cause suffering.  You Humans bring it upon yourselves without my intervention," Kyubey said calmly.  "In any case, all of you made it quite clear that my advice would be ignored, and that I am not welcome in your company."

     "And yet, here you are," Sayaka muttered.  "What do you want?"

     "My motives have always been clear," the Incubator replied.  "In light of this new information, I thought it best to ask if either you or Madoka had changed your minds."

     Sayaka glared at Kyubey.  It didn't have any effect.

     "I haven't.  Madoka?"

     The pink-haired girl frowned.  "Do you really think I would?" she asked.

     "Given a desperate enough situation, I have seen many girls make contracts with me.  You understand this, don't you, Mami?"  The creature smiled at the blonde, who tried not to flinch.

     "Oi, what are you girls standing around for?" Donna asked as she approached them.  "Lunchtime is almost over."  She noticed the expressions on the girls' faces.  "Is there something wrong?"

     Kyouko laughed nervously.  "It's nothing, Aunt Donna," she said.  "It's just something that's a little annoying, that's all."

     "How am I being annoy—ERK!"  The Incubator's expression changed as one of Donna's heels stepped right on its tail.  It shivered slightly and tried to scramble out from under the offending shoe.

     "Oh, you mean like a door-to-door salesman?" Donna asked cheerfully.  "Mom used to tell me about those when I was younger.  Those guys never gave up--I'm sorry, am I missing a joke here?"

     Kyouko was suppressing the urge to snicker.  Kyubey was struggling to free itself from under Donna's heel, but only ended up tripping and stumbling.  It was the first time that the Incubator had been humiliated--and by a woman who couldn't even see it!  
     "Aunt Donna," she began, "you may not know this, but you just made our day."

     Donna looked confused.  "I'm sorry, what?  I mean, I'm glad you girls are happy, but--I'm sorry, I just don't get it.  Is this an inside joke or something?"

     It was then that the girls started trembling.  They were trying very hard not to laugh at Kyubey's predicament.  The fact that Donna had uttered one of the Incubator's trademark lines was icing on the cake.  Even Homura was having difficulty keeping a straight face—and she considered herself a master at it by necessity.

     "It's something like that," Kyouko said vaguely.  She wished that she could have grinned at Kyubey's situation, but that would have led to unanswerable questions.

     Donna sighed.  "Well, I can't stand here all day.  I have to do something to earn my paycheck."  She turned towards the entrance.  In doing so, she ground Kyubey's tail against the concrete.

     "Too bad," Sayaka remarked.  "I mean, we could have talked a little longer."

     "Indeed," Mami agreed.  "It does seem a pity that lunch has to end so soon," she added hurriedly.

     Donna gave the group one last questioning look.  Then, with a shrug and a wave, she headed to the office.

     She made very certain that Kyubey wasn't watching her.  Behind her, she could hear the girls laughing for no apparent reason.  She kept her smirk to herself, satisfied that she'd lightened the girls' moods.

********

     The mood at the campus wasn't light, but it wasn't oppressively heavy, either.  The girls within didn't allow themselves the luxury of moping about; they had a job to do.  If they survived, then they could bemoan their fates.

     Mina looked over the notes on Walpurgis Nacht.  Admittedly, there wasn't much to go on—but it was better than nothing.  Although Homura wasn't aware of the girls in the TARDIS, her experience with that Witch was helping them out.

     She'd split the girls into several groups based on their affinities and skills.  Most of them were all-out attackers.  There were some girls whose specialty was support.  Mina had gathered the tacticians of the bunch to brainstorm over lunch.  She was glad that Amy's magical computer was able to sort through the sheer volume of information that the other girls had given them.

     "I think that Ruby's team should be the tip of the spear," Amy suggested.  "Those girls have a good mix of offensive abilities."

     "What about the girls with ranged weapons?" Umika asked.  "Should they try sniping first before the melee fighters?"

     "It couldn't hurt," Mina agreed.  "It might soften things up a little."  She sighed as she looked at the mass of papers before her.  "There's just...so much to think about."

     Amy gently touched the blonde's shoulder.  "You're doing fine.  We're all in this together, remember?"

     "It's just...it's just kind of overwhelming," Mina admitted.  "This is really it, isn't it?  I mean, not that we didn't face some serious things before, but--this is really do or die time."

     "Are you scared?" Umika asked.

     Mina nodded.  "Yeah, I'm scared.  I'm scared that if we fail, that's it for the world."

     "Good," Umika said simply as she adjusted her glasses.  "I have to admit that I wasn't sure about you being a leader, but you're taking this seriously."

     "Why would she not take this seriously?" asked another bespectacled girl.  Her short blonde hair fell in gentle waves as she tilted her head slightly.  Intelligence crackled from her seemingly-mild emerald eyes.  "Miss Hartman is eminently qualified, seeing as she has led her own team.  Without her leadership, I doubt that Miss Waterman, Miss Higgins and Miss Forrester would have fared as well."

     Mina blushed.  "Fuu, it's okay to call us by our first names.  Really."

     Fuu Hououji looked vaguely troubled.  "It just doesn't seem proper to do so, but I suppose you're right."

     Umika smiled.  Fuu was one of the nicest girls she'd ever met, but she could be almost infuriatingly formal.  Her intelligence, however, was never in question.

     "So...what do we do about the others?" Mina asked.  "I mean, knowing that this is the big one, do you think we should let the others make some calls?"

     "Perhaps it would be more merciful to not cause unnecessary anguish," Amy suggested.  "Some girls don't have anyone to call, after all."

     "Mother and Father would like to know," Fuu said.  "If nothing else, I would like to hear from them one last time."

     For a moment, they were all silent.  They thought about the fallen who never had a chance to say goodbye.

     "I'll ask the Doctor if he can patch the phone connection in here," Mina said finally.  "We'd have to have a time limit, just in case."

     "Good idea," Umika agreed.  The rest of the girls nodded.  "Kyubey might not know about us, but there may be the chance it's keeping an eye on our families."

     "I rather think that it's more preoccupied with the girls who are active," Fuu pointed out.  "I do wonder why Kyubey seems so focused on—Miss Kaname, was it?"

     "Let's hope that we never have to find out," Mina replied.  "Anyway, back to the plan.  How many girls can teleport?"

     Amy nudged a small stack to the center.  "There are fifteen girls who can do so.  Kuroko Shirai is the most powerful of them, though all can teleport short distances.  We could use them as a search-and-rescue service for the injured."

     Mina frowned.  "I wonder if this is what Dad feels like every time he has to plan an operation for UNIT?  Even with all of your help, I almost feel like I'm drowning in details!"

     She was immediately surrounded by the other girls.  They didn't say anything, but a gentle touch or reassuring pat spoke volumes.  Mina felt herself relax a little.

     "With any luck," Amy began, "you won't have to think about this afterwards."

     Mina arched an eyebrow and smirked.  "Oh, so I can just go back to being a ditzy blonde after this?" she joked.

     "I may have to take some issue with that," Fuu pointed out, but her eyes were shining with humor.

     "Thankfully, we get along in spite of our differences," Umika said.  "Well, most of us get along, anyway."

     There was an almost unified sigh as thoughts turned to a certain white-haired fencer.  It was an issue that everyone had been dancing around for a while.  Weiss wasn't mean-spirited by nature, but she was very vocal.  Most everyone on the campus just wanted things settled before the big battle.

********

     That evening, Homura looked rather unsettled as the girls began their strategy meeting/study session.  She was glad that she'd laid most of her traps in the early part of the month, before the drought on Witches.  While she still had a few Grief Seeds in reserve, she made sure that she had enough for everyone—not just herself.

     She suppressed the urge to lay her head down on the table and cry.  There were just so many things left to do and not enough time to do them.  She wasn't sure if the artillery she'd stolen would do anything other than to annoy the Witch.

     Her stress must have shown as she felt her hands being squeezed.  Looking up, she saw that all five of them had linked their hands around the table.  They were all smiling quietly—even Kyouko.

     "You can do this, Homura," Madoka said.  "I know you can.  I trust you."

     Homura felt her eyes tear up and she managed a crooked smile.  "Thanks," she said unsteadily.  Then she began going over her revised plan for the shortened timetable.

     They were counting on her, she knew.  She had to buckle down, swallow her doubts and fears, and make the hard calls. 

********

     Weiss looked nervously at the line for the phone.  Not every Magical Girl had family that they could call.  Given her situation, she wished that she were in that category.  It would have made things so much easier.

     She didn't mean to come off as being bossy and argumentative.  She knew that some of the girls avoided her because of this.  It was her way of coping with chaos, and not necessarily the kind that dealt with Witches.  Her teammates and Donna had had to give her a long talk—which, thankfully, wasn't a lecture.

     She groaned inwardly as she saw Raye Higgins standing behind her in line.  The Doctor hadn't assigned any particular order for the phone; it was first come, first serve.  You had three minutes to talk and you let the next girl have their turn.

     The two of them waited and shifted nervously.  The girls around them pointedly ignored them, conveniently lost in what they were going to say.

     "That's a long line," Raye began awkwardly.

     "Yeah," Weiss agreed, not looking back.  Then she snorted quietly.  She could almost feel Raye's violet eyes burning a hole in her back.

     "I could use a laugh right now," Raye said.  "Especially considering what's going to happen next."

     "It's just--that's the first thing we've ever agreed on," Weiss explained.  "We'd never make good partners in a fight."

     "Fire and ice tends to make steam," Raye said philosophically.  "That hurts everyone around them."

     The white-haired girl actually looked down in shame for a moment.  Regaining some of her poise, she looked ahead to the shortening line.  Right now, she didn't want to meet Raye's eyes.

     Almost too soon, yet not soon enough, it was Weiss's turn.  With a deep, almost resigned sigh, she went in and closed the soundproofed door.  Three minutes later, she came out looking dissatisfied, frustrated and angry.  She didn't watch Raye enter the room as she fumed and stewed over her call. 

     It must have been over three minutes later because Raye came up to her side.  She also looked dissatisfied, yet oddly philosophical with her phone call.

     "They didn't want to listen, did they?" the raven-haired girl asked.

     "They never do," Weiss acknowledged with a sigh.  "You'd think that in a crisis, things would change."

     "People deal very differently with stress, change and the unfamiliar," Raye said.  "Some adapt, but others stay the course among familiar trappings.  Some people change in a minute while others never change in a lifetime."

     Weiss frowned as she remembered her conversation.  "That's my father, all right."

     Raye blinked in confusion.  "I was talking about **my** father," she explained.  "He's always worried about his business and the family name.  Never mind the fact that I'm paraded around when it's convenient for **him**."

     Weiss tilted her head slightly.  "Wait a sec.  Are you telling me that our fathers are…similar?"

     "That means that we might actually have something in common," Raye acknowledged awkwardly.  "Of course, it's just a coincidence," she said dismissively.

     "Of course," Weiss agreed readily.  "It's not like either of us wants to fix our family lives."

     "I'm perfectly happy with my family," Raye lied.

     "Same here," Weiss said quickly.

     Both of them went silent.  Several girls had their turn at the phone and left before Raye spoke.

     "Is this where we bond over ice cream?" the raven-haired girl asked.  She didn't meet Weiss's gaze.

     "I like apples better," Weiss replied, also avoiding Raye's eyes.  "Your friend Lita makes a great apple pie."

     "Yeah, she does," Raye agreed.  "Maybe—"

     Whatever Raye was about to say was drowned out by clapping.  The girls who had been waiting in line had pretended not to be listening.  Now, over a hundred girls were applauding and whistling.

     Raye and Weiss turned sharply away from each other.  They tried glaring at the crowd, but failed to intimidate anyone.

     "Just don't get me killed, Hothead," Weiss grumbled.

     "Same here, Ice Princess," Raye returned.  Then her tone softened as she whispered, "See you in the cafeteria?"

     Weiss nodded.  Then, as if they'd rehearsed it, they both headed to the cafeteria in the most roundabout way they could manage—and not with each other.

     Neither of them were surprised when their friends and teammates were waiting for them.  Two spots at the table were conspicuously open, complete with apple pie and ice cream. 

     "Not.  One.  Word," both Raye and Weiss said, surprising the other.

     Ruby was almost jumping in her seat.  Mina was trying very hard not to grin.  They'd been waiting for this moment for almost a month.

     Defeated, Raye and Weiss slid into their seats.  It was then that the cheering started.

     "Fine, fine," Weiss grumbled.  "Teamwork is good.  We're all in this together.  I GET the message!"

     Raye didn't add anything.  She was too busy enjoying her food.

********

     Far from Earth, the commander of the fleet was not enjoying himself.  Like his brethren, he was made for war.  The inevitable idle times grated on his nerves.

     Nevertheless, he was a total professional when he received a message from an unlikely source.  Being otherwise would have been unbefitting of a true warrior and soldier.

     It was an obvious trap, of course.  The man on the screen had foiled numerous attempts at righteous and glorious conquest.

     "Sontaran fleet, this is the Doctor," he said, his brown eyes sparking with intensity.  "I have information that you may find interesting."

     The commander scowled, though it was hard to tell.  To be so brazen as to contact the fleet spoke poorly of the Doctor's judgment.  Still, it was something to kill time.  He ordered a comm channel opened.

     "This is General Sturm," he said.  "Why--"

     "Sorry," the Doctor interrupted, "Did you say that your name was `Sturm?'"

     "What of it?!" the Sontaran asked, clearly irritated.

     "Do you happen to have a subordinate named `Drang?'"

     "He's my second in command.  Why?"

     "Oh, nothing," the Doctor said nonchalantly.  "Just thought that it would make sense."

     "Getting back to my original question:  Why would I believe anything you say, Doctor?"

     "Then don't believe me," the Doctor said almost flippantly.  "You could just keep on fighting and run low on power.  It's a simple fact:  You can't fight a war without resources."

     Sturm sighed.  The Time Lord had a point.  "And I suppose that you know where resources can be procured?"

     "Oh yes," the Doctor replied.  "I'm sending you encrypted coordinates of a planet that's fairly close by.  Around that planet is an energy source that could keep you fighting for centuries."

     "What makes you so sure that we won't take what we want right now?"

     "Well…I suppose you **could** try.  Of course, there's the fact that the planet and the energy source are both cloaked.  Even if that weren't the case, you couldn't harness anything without blowing yourselves up," he pointed out.  "I have countermeasures for both the cloak and the energy source."

     "Of course you do," Sturm didn't quite grumble.  It was difficult to tell whether or not he was scowling deeper than usual, though.  "I have one question, Doctor:  Why contact me about this?"

     "Because in their own way," the Doctor began solemnly, "the natives of this planet are far more dangerous than any army.  They're clever and cunning and they don't stay dead."

     Sturm grinned.  "I shall take that as a challenge, Doctor.  For now, you will have the fleet's assistance.  Besides, it's been an entire week since we last saw battle.  I don't want my clone batch getting rusty."

     The Doctor smiled grimly.  Then he cut the connection.

     For a moment, Sturm wondered whether or not this was a good idea.  He dismissed the thought; his course was set.

********

     "Was that a good idea?" Donna asked with a frown.  She'd just arrived from the campus and caught the tail end of the conversation.

     "Maybe not," he admitted.  "We can't just approach it from one end, though.  Even if we stop Walpurgis Nacht, there's nothing to keep the Incubators from doing the same thing afterwards.  They're not creative thinkers, remember?"

     "So you sicced an entire Sontaran fleet on them?  What's that supposed to do, get their attention?" she asked tartly.

     "Among other things," he said.  "It'll keep the Incubators off balance while I take care of their--well, I guess you could call it a nest egg.  Then there's the matter of that nearly-missing hindbrain of theirs, which I've almost got something for.  There's just so much to take care of--"

     "And you look exhausted," Donna pointed out.  "You may not need 8 hours every night, but you need rest, too."

     "Me?  No, I've got a bit left in the tank!" he proclaimed as he worked the console controls.  Then he noticed that his hands were shaking slightly.  "All right, maybe I'm in hour 158 or so."

     Donna stood up and approached him slowly.  The Doctor was obviously running on fumes.

     "Get some sleep, Doctor," she said gently.  "For once, be like the rest of us and get your head down for a bit."

     He gave her a questioning look.  While her empathy had grown from when they'd first met, this was almost maternal.  He chalked it up to being the big sister figure for almost 300 girls.

     "You're just saying that because you don't want to drag me through the halls," he joked.  Then he noticed that her expression hadn't changed.  "Oh, all right," he relented.  "I suppose I can't do much when I'm slumped over the controls."

     "Good **NIGHT** , Doctor," she said sternly.

     "Good night, Donna," he returned.  "Thank you…for reminding me that I have limits."

     "Anytime," she replied with an almost mischievous smirk.

     "Oi!"

********

     Outside the TARDIS, two days had passed without incident.  As far as most people knew, there was absolutely nothing out of the ordinary.  There were a few broadcasts about mysterious deaths in certain areas around the world, but that was just background noise.

     Homura, Mami and Kyouko had been working feverishly in hammering out a plan.  They knew that they couldn't cover all contingencies, but that didn't stop them from trying.

     Only Homura knew that she wasn't working alone.  She prayed that the Doctor would come up with something.  She also knew that her mental shields weren't going to last much longer; she felt Kyubey's insistent mental probes like pinpricks.

     The plan they'd worked out was the best they could come up with.  Sayaka and Madoka felt better for having helped--even if it was just brainstorming and moral support.

     "It's really happening tomorrow?" Madoka asked in a small voice.

     Homura nodded.  "You don't have to be with us," she reminded the pink-haired girl.  "It's not...safe."  She'd been about to say `your fight,' but that had been decided a while ago.

     "If Walpurgis Nacht wins, nobody's safe," Madoka reminded everyone.  "I told you--I don't abandon my friends."

     "Thank you--all of you," Homura said in a shaky voice.  "Just remember this:  We have more of a chance than you think."

     They worked out a few final details, including a meeting place.  Then Homura, Sayaka and Kyouko left.  Mami reached out and gently patted Madoka's hand.  Neither of them said anything.  They both knew that tomorrow was probably the biggest day of their lives.

********

     "All right ladies, come on!" the Doctor exclaimed at the fountain.  "The big day's tomorrow, so it's time to get some rest!"

     There were only a few stragglers working out some details.  Mina had given him and Donna a thorough battle plan.  He had to admit that it was risky, but clever.

     He didn't have to walk past over 70 rooms.  He didn't have to check that everything was in its place.  It was just something to take his mind off of what tomorrow was going to bring.

     He had to smile as he heard electric guitar music coming from one of the rooms.  He could make out the lyrics, muffled as they were.

     _This will be the day we waited for_  
     This will be the day we open up the door  
     I don't wanna hear your absolution  
     Hope you're ready for a revolution

     He knocked on the door.  "Come on, Ruby," he said.  "Lights out.  Get some rest."

     "Aww," Ruby groaned from behind the door.  She did, however, shut off the music.  "It was getting to the good part!"

     "Come on," he insisted, just before she opened up the door.  "Sorry, is there something wrong?"

     Another door opened, this one to Annie and Ellie's room.  Annie Raske padded out in her pajamas, worry weighing on her young face. 

     "Can I ask you a question, Doctor?" Ruby asked.

     "Go ahead," he said gently.

     "Are you scared?"  It was a simple enough question, but suddenly the Doctor felt dozens of eyes on him as doors opened.

     "I'd be lying if I said I weren't," he admitted.  "But you have a chance."

     Wordlessly, Annie came up behind the Doctor and gave him a simple hug.  He blinked, shocked that the little redhead did that.

     "Wh--"

     "I believe in you, Doctor," Annie said simply.  "We all do."  There was a murmur of agreement among the girls present.

     He smiled, though a bit sadly.  Awkwardly, he reached around to gently pat Annie on the shoulder.

     "Thank you," he almost whispered, genuinely touched by the support.  Clearing his throat, he spoke in a somewhat clearer voice.  "I'll see you all tomorrow at 6:30, then."

********

     Donna was waiting for him outside the dormitory.  She was leaning against the brick wall, taking in the artificial night scenery.

     "It really is something," she admitted, gesturing to the campus.  "I mean, you have almost 300 girls here and they didn't drive you barmy."

     "Yeah," he replied, uncharacteristically laconic.  "I'm going to miss them."

     "They'll be going home," she reminded them.  "This was their vacation.  Sooner or later, they have to go back and get things done."

     "That never stopped me," he joked.  "Every hour's a holiday and every day's a vacation."

     "Except when you're saving the universe again," she replied.  "You really should ask for some comp time."

     They stood there for a few more moments, perhaps to burn the peaceful scene into their minds.  Then, Donna stretched and picked up her bag.

     "I'll head out early to take care of that thing you needed," she told him.  "Good night, Doctor."

     "Good night, Donna," he replied, almost absent-mindedly.  "Good luck to us all."

********

     In their respective homes, five girls shared a thought beyond telepathic contact.  It was a prayer, a fervent hope that bound them together in a way that powers didn't.

     _Please_ , they thought to themselves, _let my friends come back safe.  Let their suffering end, and let them have their lives back._

********

     The next morning, the air was oppressively heavy, but not due to any natural phenomenon.  The people of Mitakihara felt the unexplainable urge to hide, to flee.  It was as if something had pounded on their fight or flight instincts.  The news outlets had ordered an immediate evacuation to shelters--or, barring that, recommended that everyone stay home.  The whole town was closed down.

     In spite of that, five girls waited on a street corner near the school.  Homura, Kyouko and Mami were in their Magical Girl outfits.  They were each clutching the last of Homura's Grief Seeds that she'd saved.  They prayed that they wouldn't need them.

     Nearby, Sayaka and Madoka waited anxiously.  It had taken every bit of persuasion that they had to convince their families that they had to be there.  They couldn't have done otherwise.

     None of them saw Donna leaning against the wall of a building.  She could see the miasma in the air, but the Doctor had somehow insulated her from the worst of it.  All she felt was a mental itch, not the urge to run screaming in the street.  She waited impatiently for the Doctor to make his move.

     Inside the TARDIS, the Doctor looked at the assembled Magical Girls waiting just outside of the control room.  They were lined up and in their Magical Girl forms.  Some looked expectant.  Some looked resigned.  Some were understandably nervous.  But there was also an undercurrent of support.  They were not alone, and that would make all the difference.

     "Here we are," the Doctor said, his voice hushed.  "You know, for the first time in a very long time...I'm not sure what to say."

     The girls exchanged glances.  Then Kazumi stepped forward.

     "We know what's at stake," she said in a quiet, firm tone.  "We know what we have to do.  We're Magical Girls."  She smiled weakly.  "What more is there to say?"

     He pondered that for a moment and smiled.  He caught the girls' eyes and they all nodded in agreement.

     "Well," he began, "I **can** think of one thing..."

     "What's that?"  Kazumi asked.

     His smile deepened into an outright grin.  It was a fierce grin that had galvanized armies and frightened Daleks.  With a burst of manic energy he circled the control pillar, flipping switches with the easy skill of a concert pianist.  He stopped and laid his hand on a large lever.  With a single phrase, he sent it forward with a CHUNK, sending the TARDIS to its destination:

     " **ALLONS-Y!!!** "

**Notes for the Chapter:**

> Here are a few of the Magical Girls on campus:  
> From RWBY: Ruby Rose, Weiss Schnee, Yang Xiaolong, Blake Belladonna  
> From Sailor Moon (with modified dub names): Mina Hartman, Amy Waterson, Lita Forrester, Raye Higgins  
> From Puella Magi Kazumi Magica: Kazumi Subaru, Kaoru Miki, Umika Misaki  
> From Magic Knight Rayearth: Fuu Houoji, Hikaru Shidou, Umi Ryuzaki  
> From A Certain Scientific Railgun: Mikoto Misaka, Kuroko Shirai
> 
> I'm not going to list all 297 girls on the campus.
> 
> There will be one chapter left, as well as a bonus chapter.
> 
> \--Doc


	7. Miracles and Partings

**Summary for the Chapter:**

> Walpurgis Nacht has arrived. The Doctor arrives with reinforcements and a plan, but will it be enough? Will hope triumph over despair?

**Notes for the Chapter:**

> Were we born to live and die? Sacrificed for one huge lie?  
> \--Time to Say Goodbye, RWBY Vol. 2 Soundtrack
> 
> This chapter is humbly dedicated to the memory of Monty Oum.

     The creature approached the town that was both familiar and not.  Again and again it had gone through this exercise with varying degrees of success.  It was this day, this moment that she had clarity in her thoughts, scrambled as they were.  She knew her purpose.

     Within the substance that made up her body, the conquered girls wailed.  Much like her, their minds were fragmented, but they could be directed.  They would serve her well, especially the more powerful ones.

     She didn't care about the destruction she left in her wake.  She didn't consider the fact that she was pushing away creatures that lurked in the darkness.  She didn't even think about the people who ran screaming from her.  Walpurgis Nacht only had one role and it would be fulfilled in this little town.  It was, after all, an errand of mercy.

********

     Two soldiers stood at attention in the vast halls of UNIT HQ.  They weren't preparing for battle, but they stood alert nonetheless.  They were guarding a room whose contents they hadn't been informed about.

     "So what's the deal with the Lieutenant?" the shorter of the guards asked.  "A couple of weeks ago, he gets all fired up and he even gets the ear of old man Lethbridge-Stewart.  The next thing you know, we're on duty here."

     "No idea, Cobbs," the taller guard replied without looking.  "They never tell us anything."

     "Yeah, well I heard every once in a while, they wheel in a cylinder.  It's like one of those fancy coffins from 2001.  You ever see that movie?"

     "No explosions, no point," said Sergeant Nolan.  "And the wife fell asleep when she tried."

     Any gossip was forestalled by the appearance of Lieutenant Nigel Hartman.  The two actually liked him; he was the kind of officer who was willing to serve with the grunts.

     "Is everything all right?" he inquired.  "No trouble, I hope?"

     "None, sir," Nolan replied.  He was the one who usually did the professional speech.  "All's quiet."

     "Lieutenant, can I ask what's inside?" Cobbs said abruptly.  "Begging your pardon, sir, but I don't see the sense in guarding what rumors say are a bunch of tubes."

     The Lieutenant regarded the trooper thoughtfully and nodded.  He'd led many a squad for UNIT, and many of those troopers died not knowing why.

     "You know I have a daughter, correct?" Hartman asked.

     "Yes sir," Nolan replied.  "You've got a family picture on your desk."  He paused.  "She's a cute kid, sir."

     "What do you think is the worst thing to happen to a parent?" he asked.

     "Having their kid die before them?" Cobbs ventured.

     The Lieutenant looked away for a moment.  "No, that's not quite it.  It's close, but that's not the worst thing."

     "What is it then, sir?" Nolan asked.

     "Never knowing what happened to your own child—that's a kind of Hell I'd never wish on anyone.  In my opinion, that's worse than seeing them die."

     Nolan thought about it.  "I guess that would be worse, sir," he agreed.  "What does that have to do with what we're guarding, sir?"

     "Let's just say that in that room is closure for quite a few parents.  You're not technically cleared for this, but those are cryogenic life support capsules you're guarding."

     "So, the…occupants…are alive in those tubes?" Cobbs asked.

     "Technically," Hartman allowed.  It had been a daunting task to follow the Doctor's instructions.  Whenever he'd reported the all-clear from a Witch incident, the local detachment of UNIT would go in and try to find the girl at the source.  It was, thankfully, an all-or-nothing proposition.  The corpse was either missing or it was intact.  He shuddered to think what would have happened if it was somewhere in between.

     "Begging your pardon, sir," Cobbs ventured, "but if they're not really alive, why keep them on life support?  Why not just bury or cremate them and let the family know?"

     That had been a tricky issue.  Having UNIT make calls to the families of the deceased would have been standard procedure, but it might have attracted unwanted attention.  The "Incubator" that the Doctor mentioned might have taken note of such activity.  Then there was the matter of the postcard on his desk from Torchwood.  It had the words "bury" and "cremate" crossed out.

     "I have my reasons," he said vaguely.  "In any case, I have to brief the Brigadier on the situation."

     The guards saluted sharply and he returned it.  With a final nod, he strode to the heart of UNIT.

     It was so very tempting to just send in the troops, just to even the odds a little.  However, that would have tipped their hand.  No, he—and, indeed, UNIT itself—had to trust what the Doctor had planned.

     He couldn't quite suppress a shudder as he thought about Mina.  As much as he wanted to help, this was her fight.

********

     Homura suppressed the urge to shudder as she looked at the skies.  Nature itself seemed to feel violated by the very presence of the Witch that was coming.  Dark, turgid clouds hung threateningly above, lit briefly by flashes of lightning.  Then there was the faint, mad laughter that lingered on the threshold of hearing.

     Walpurgis Nacht was almost in sight.  Homura wasn't sure what form this version would take; they were always different.  She never could figure out why.

     "Interesting outfits you girls have," a familiar voice remarked from behind.  Four of the girls flinched and turned around to see Donna.

     "Aunt Donna?!" Kyouko exclaimed.  "What are you doing out here?!  You should get to a shelter or something!"

     Donna seemed unconcerned.  She gently patted Kyouko on the shoulder and smiled.

     "Oh, don't worry about me," she said breezily.  "I'm just waiting for my ride."

     The girls all shared a glance.  They didn't see anything like a Witch's Kiss coming from Donna.  It wasn't like her to just wander into such a dangerous situation.  She seemed like a fairly practical person.

     "Your ride?!" Kyouko asked, not quite panicking.  "Aunt Donna, there aren't any cars on the road!  Everybody else is underground!"

     "I heard the announcement on the telly," Donna admitted.  "I never thought I'd actually see the town this deserted."

     Kyouko grew agitated.  "You know I don't beg.  Right now, I'm **begging** you:  Go home and be safe.  Please," she emphasized as tears started to form at the corner of her eyes.  "I lost a lot already.  I don't wanna lose you."

     Donna's smile was almost serene as she knelt down.  She hugged Kyouko and patted her back.

     "I've got things to do here," Donna whispered in Kyouko's ear.  "Have a little faith."

     Kyouko wasn't sure what to make of that.  Donna had either gone totally bonkers or something was up.  Still, she didn't resist or squirm as she was being hugged.

     "Miss Noble," Madoka said, "It really isn't safe here.  Shouldn't you be with Mr. Smith?"

     "Oh, that's who my ride is," Donna said agreeably as she released Kyouko.  The younger redhead was still trying to figure out what Donna meant.  "He'll be along shortly."  She made a show of checking her watch and frowned.

     Kyubey appeared by Madoka's feet.  The pink-haired girl tried not to cringe.

     "This is quite unusual," it remarked.  "The miasma in the air should have driven this woman into a shelter by now.  At worst, it is most likely that she will be killed by the Witch's very presence."

     The girls tried to glare at Kyubey.  It wasn't easy doing that without looking odd.

     Inwardly, Homura winced as she heard the sound of glass tinkling.  It was as if a rock had hit a window and the cracks were spreading like a spider's web.  She barely acknowledged the cries of the others around her as she felt herself being driven to her knees.

     With a gasp, she heard a crashing sound in her mind.  Then she found herself drowning in twisted mental versions of Kyubey.  It scampered to and fro in her mind, rummaging through visualized drawers and desks.

     "Your mental shields have fallen," the Incubator observed calmly.  "Now is the most opportune time to discern why you have been withholding information."

     "Get…out of my head!" Homura grunted.  Tears streamed freely down her face as she tried to resist.

     "What's wrong?" Donna asked as she released Kyouko from her hug.  She had a very good idea what was wrong, but now wasn't quite the time.  She wondered whether or not now was the time for her little task.

     "Stop it!" Madoka yelled at Kyubey.  Then she clamped her mouth shut as she realized that Donna wouldn't know what was going on.

     Homura was twitching now, almost totally lost in the overwhelming alien nature of Kyubey's thoughts.  The Doctor had been very gentle in their brief mental contact.  Kyubey was concerned with swift and brutal efficiency.

     "The more you resist," Kyubey said, "the more damage you will inflict upon yourself.  Surrender the information I seek and I will leave your mind."

     "No…" Homura whispered with as much defiance as she could muster.  It wasn't much.

     Donna knelt down and held Homura by the shoulders.  She was resisting the urge to look at the source of the girl's torment.  It was one of the hardest things that she ever did.

     "Please…" Homura looked Donna in the eye.  "Make it stop."

     "I will," Donna promised as she hugged Homura close.  "I'll take care of it."

     Madoka and the others were frozen with indecision.  There was no way that Donna could possibly know about Kyubey, much less see the Incubator's influence on Homura.

     "She cannot help you," Kyubey said.  There almost seemed to be a mocking tone in its voice.  "She cannot even perceive me.  Nor would it be likely that she would believe what I am doing to you."

     Donna frowned.  Enough was enough.

     Without any warning, she deliberately stomped on the Incubator's tail.  The creature flinched as a strangled grunt of pain escaped.  To have that happen even once was unlikely.  For someone to step on its tail twice would have been suspiciously like a deliberate action.

     "Oi, Fuzzy Wuzzy!" Donna said as Kyubey tried to escape her heel.  "Back off or I go for the head next."

     Everyone except Homura gaped at Donna.  This wasn't supposed to be possible.

     Kyubey tilted its head.  Donna was grimly satisfied that its expression was still marred with pain.

     "I don't get it," the Incubator declared.  "You should not be able to perceive me.  How is this possible?"

     Donna noted that Homura was still trembling.  Twisting her heel, she made Kyubey wince.

     "I said BACK OFF of her," she said in a harsher tone.  "Otherwise, you'll get a good view of my other heel."

     Homura went limp as she gasped for breath.  The mental connection had been broken, but Kyubey had learned enough.  It still didn't know about the Doctor, but everything else had been laid bare.

     "Miss Donna," she rasped to the older woman.  "It KNOWS."  She resisted the urge to curl up into a ball.  She forced herself to sit up.

     Madoka looked distraught as she held out her hand to the brunette.  Homura took it gratefully and got herself standing.  Then she hugged Madoka tightly, the tears streaming down her face.

     "Homura?" Madoka asked tentatively.  After a few moments, she started blushing furiously.

     "Just…a little bit longer, okay?" Homura whispered.  "Is that okay?"

     Madoka nodded.  If this was what her friend needed, then it was okay with her.

     "Are you, perhaps, insane?" Kyubey suggested calmly, apparently ignoring the two girls.  "That is the first possible explanation for your ability to perceive me."

     "Oh yeah," Donna replied acidly.  "I'm just a barmy old lady who sees things that only Magical Girls can see and all that.  I've seen you scampering about for the last month with those beady red eyes and that fake smile of yours."

     Four of the girls present continued gaping.  Donna had been on their side all this time?!

     Reluctantly, Homura released Madoka and glared at Kyubey.  "You…" she began rudely, but Kyubey ignored her.

     "It is interesting that you chose not to act until now," Kyubey observed, apparently uncaring of its situation.  "I suppose that it must have been painful watching the girls, knowing that you could not intercede."

     "Painful?  Yeah," she admitted sharply.  Then she grabbed Kyubey by the scruff of its neck and held it at eye level.  "But believe me, mister, that's nothing compared to what's coming your way."

     "Your threats are baseless," Kyubey informed her calmly.  "I cannot be intimidated by pain.  I am one of many linked together for a greater cause.  I highly doubt that there is anything you can do that would cause me to reconsider my assessment."

     Donna pursed her mouth slightly.  If that wasn't a cue for the Doctor's little concoction, she didn't know what was. 

     "Oh yeah?" Donna asked defiantly as she glared at Kyubey.  "Well, you're in for a world of pain, buster."

     It came as quite a surprise to everyone involved that Donna pulled out a canister of pepper spray from her purse.  Without a word, she sprayed a quick shot directly into Kyubey's face.

     The effect was instantaneous.  Kyubey started quivering as it tried not to react.  Tears ran down its eyes as the spray burned—and not just in the eyes, but **everywhere**.  It didn't even acknowledge the fact that it had just been dropped.  It only knew that the pain was far beyond anything it could have ever experienced.

     The Incubator screamed and writhed on the ground.  That wasn't all, though.  Across space, through the hive mind that they shared, EVERY Incubator was in the same state.  There wasn't enough brainpower to do anything other than scream in agony, squirm around and breathe.

     Almost gleefully, Donna hosed down the Incubator as it squirmed.  Its screams increased in intensity to the point where they were almost painful to hear.  Moments later, Kyubey's voice cracked, then gave out entirely, leaving the creature to mouth out its agony.

     All the girls except for Madoka looked darkly satisfied.  The pink-haired girl, however, almost looked aghast.

     "Miss Donna," she began, "what **is** that stuff?!"

     "Oh, it's a little something that a friend made," Donna said breezily.  "It works pretty well, don't you think?"

     "Shouldn't you be saving that for later?" Sayaka asked.  "Looks like it could come in handy."

     "We won't need it later," Donna replied.  _Besides_ , she thought to herself, _the Doctor said to spray this all at once.  Otherwise, the rest of the plan wouldn't work_.

     "Isn't this a bit extreme?" Madoka asked hesitantly.

     She was rewarded with some questioning looks from her friends.  They clearly didn't think that this was enough.

     "You're right, Miss Kaname," Donna agreed.  "It's a bit extreme.  But when I think of all the girls that this thing has dealt with—well, I say, let it burn for a little while."

     Kyouko sidled up next to Donna.  She looked thoughtfully at the silently screaming Incubator.

     "So," the younger redhead began calmly, "You've been watching us pretty much all this time, huh?"

     "Yeah," Donna admitted.  "I wish I could have done more to help.  It was just—"  She shook her head in frustration and glared at Kyubey.

     "I got it," Kyouko replied.  "With that thing reading our minds and all that, you had to lay low."  She smiled sadly at Donna.  "Glad to have you in our corner, Aunt Donna."

     The older woman gently put her arm around Kyouko.  "I'm very glad to **be** in your corner, Kyouko."

     "How long does this stuff last?" Sayaka asked.  "Seems like a waste to use it all on just Kyubey."

     "Oh, it's only for a little while," Donna said with a tinge of disappointment.  "Believe me, though, everyone that thing is connected to is feeling the same thing.  I wasn't joking when I said a world of pain," she added.

     Madoka blinked.  "How is that possible?"

     Donna shrugged.  "I don't have all the answers," she admitted.  Then she grinned as everyone heard the familiar sound of the TARDIS materializing.  "But I do know someone who does."

     All the girls except for Homura gaped as the TARDIS appeared.  As it became more solid, the pressure eased within their minds.  Even the faint laughter had been silenced, as if some sort of screen had been put up.  With a final THUMP sound, the blue box settled down and the door opened.

     "What took you so long?"  Donna demanded as the Doctor exited with his long coat and his glasses.  He looked like his usual jaunty self, but there was an undercurrent of worry in his eyes.

     "Sorry," he said contritely.  "I had to settle some things with a few of our friends."  He then grinned at the girls and clapped his hands together.  "So, how are you ladies doing?  A bit nervous, I suppose?  Perfectly natural, I'd think; you're only about to take on the biggest Witch in history."

     "M-Mr. Smith?" Madoka stammered.  "What—how--?"

     "You've been--?!" Sayaka sputtered.  "You two?  Both of you?!"

     "You just came out of a blue box," Mami said, still in shock.  "How did you do that?!"

     "Damn," Kyouko breathed.  "I really didn't see that coming."

     Homura stepped forward and moved to the Doctor's side.  Despite her recent trauma with Kyubey, she had a faint smile on her face.

     "He and Miss Donna have been helping me out," Homura informed the group.  "Since the beginning of this month, we've been working together on different ends."

     "I would have said something earlier," he began, "but we only had the one—"  He blinked as he noticed something about Homura's stance.  "Are you all right?"

     She shook her head.  "The shields failed a few minutes ago.  Kyubey knows just about everything now."

     "Oh, Homura…" he whispered, his old eyes full of compassion.  "I should have—"

     She held up her hand.  It was still steady, despite what she'd endured.  "I wouldn't have needed them after today, anyway," she said, trying to sound practical.

     The Doctor's expression darkened as he regarded the writhing Incubator.  Tears were running down its beady red eyes as it mouthed out silent screams.

     "Tone it down, Doctor," Donna whispered in his ear.  "You don't want to scare the wrong people."

     He blinked and realized that the girls had taken a step back involuntarily.  They'd been intimidated by friendly John Smith turning dark and harsh—and with a single look.

     "Sorry," he said quietly.

     "Save it for those who deserve it," Donna reminded him.  "I wish that stuff I sprayed on Kyubey would last longer.  Is that thing even listening?"

     "No," he replied.  "It can't listen or do much of anything else.  It hasn't even noticed me."

     "Are you sure that you can't just lock it up like this forever somewhere?" Donna asked.  "It's no less than it deserves."

     The Doctor paused.  Obviously, the thought had occurred to him, and not just once.

     "One chance," he almost muttered to himself.  "They deserve one chance."

     "They don't get a second one?" Madoka asked innocently.

     For a moment, the Doctor looked cold and distant.  Then he frowned at Kyubey.

     "I'm not that kind of man," he admitted.  "They're lucky that they're even getting one chance from me."

     Any conversation was forestalled by Kyubey going limp.  For a moment, the girls thought that the Incubator was dead.  This was dispelled by the creature coughing out blood.  It wheezed for breath as it steadied itself.  It mouthed out something before it realized that its voice was gone.

     "—at was most undesirable," Kyubey rasped as its voice came back.  It was a simple matter to heal minor injuries, especially when efficient communications were desired.  There was no sense in healing the body when it was near death, however.

     "It got your attention, didn't it?" Donna remarked.  She looked vaguely smug, knowing that payback was coming.

     "I had not anticipated that you Humans would be so fascinated with sadistic tendencies," Kyubey said.  "Obviously, measures will have to be taken."

     The girls and Donna winced as Kyubey's head deformed.  Squishing sounds threatened to make almost everyone lose their breakfasts.  After a few moments, Kyubey's head resumed its normal shape.

     "I've reconfigured my brain structure," the Incubator declared.  "That substance won't work again."

     "It doesn't have to," the Doctor stated as he looked Kyubey in the eye.  "We're going to have a little talk, you and I."

     Kyubey tilted its head slightly.  "John Smith.  I had not anticipated that you would share the same aberration that Donna Noble does.  This is unprecedented," it stated.

     "That's one way to put it," the Doctor replied breezily.  "I prefer to think of us as `in the know.'"

     "I just don't get it," Kyubey said.  "How is it that two Human adults can perceive me?  That should be categorically impossible with the perception field I have."

     "Yyeah," the Doctor agreed, "The average, humdrum Human being would pass you by."

     "Then how is this possible?"

     He leaned in close.  "Donna's got a bit of help seeing you, but she's Human.  I'm not." 

     Kyubey tilted its head.  "You aren't Human?" it asked.

     "You mean you're an alien?" Madoka asked.

     "I prefer to think of myself as a frequent visitor," he said with a smirk.  Then he directed a more malicious version of that smirk towards Kyubey.  "Go on, take a guess who I am."

     Kyubey paused.  "I detect double heartbeats.  There are multiple species that could qualify."

     The Doctor arched an eyebrow.  The two hearts would have been a pretty big clue, but the Incubator seemed genuinely puzzled.

     For a moment, Kyubey went motionless.  Then it flipped backwards as if it had been physically struck.  Puzzlement graduated to actual bewilderment as it recovered.

     "Sorry, my brain's off-limits," the Doctor declared.  "Why do you think Homura had such strong shields?"

     Almost unnoticed in the one-sided showdown, the girls had their own reactions to the new development.  Kyouko and Sayaka grinned as they anticipated a beatdown.  Madoka and Mami looked confused, but also heartened by the knowledge that someone was helping.  Homura glared at Kyubey with such intensity, it might have burned a hole in the Incubator. 

     "Who are you?" Kyubey asked, the slightest hint of stress in its voice evident.  There was something odd about the reconfiguration, it noted.  The new structure had a significant loss of efficiency.

     "Who am I?" the Doctor replied, his voice growing soft.  It had an edge to it.  "You may want to ask three races that question:  Sontarans, Cybermen, and Daleks.  Ask the Sontarans **who** stops their wars.  Ask the Cybermen **who** is the one that will not be deleted.  Ask the Daleks… **who** is the Oncoming Storm.  Ask them all, and they’ll give you the same answer:  ME."

     Kyubey sat impassively for a moment, apparently unimpressed.  Then, the Incubator blinked.

     All the girls did a double-take at that.  Kyubey never, ever blinked.

     "What do you want?" the Incubator asked.  The hive-mind had classified all three species to be extinction-level threats.  This individual could not possibly have gone against one, much less all three of them.

     In the back of its mind, there was something tickling the very edges of consciousness.  There was a moment of irrationality as options were weighed and discarded in rapid succession.  For some reason, one of those options was to flee, despite there being no reason to do so.  Kyubey could not account for why that was so.

     "I want you to stop this cycle of Magical Girls and Witches.  If you want to harvest something, I can tell you how to harvest another emotion:  Hope."

     "The matter has been studied, and the emotion of hope is far too impractical," Kyubey declared.

     The Doctor smiled grimly.  "That’s because you’re still going by Ur-b’chi’s Theory of Emotional Thresholds and Conservation.  Good old Gan Ur-b’chi, terribly depressing person, but brilliant in his own, specific right."

     He pulled the box that contained the hope diamond out of his pocket and opened it.  Mami, Kyouko and Homura were shocked as their Soul Gems turned a brilliant yellow, red and purple, respectively.  Madoka and Sayaka were also bathed in the blue light, and for a moment, all five of them were transfixed.

[](https://www.flickr.com/photos/18278957@N04/27448904314/in/dateposted-public/)

     _The five of them found themselves in a park in early summertime.  They were setting up for a picnic, with everyone taking their share.  In Kyouko's case, this meant that she had roughly double what everyone else had, but nobody seemed to mind._

_They were all happy, without a care in the world.  A quick look showed that Mami, Kyouko and Homura weren't wearing the rings that were disguised Soul Gems.  Homura herself was wearing glasses for some reason, but kept her hair the same way._

_Suddenly, something caught their attention.  All five of them smiled and waved at someone that was just out of sight.  However, the new arrival wasn't out of earshot.  They recognized the distinctive wheezing of the TARDIS materializing._

The vision stopped as the Doctor closed the box.  This left the girls somewhat disoriented, as it had just felt so **real**.

     "What the hell just happened?!" Kyouko demanded.  "Did you just purify our Soul Gems?"

     Mami looked confused.  "I thought that only a Grief Seed could do that.  That’s what Kyubey told us, anyway."

     "What is that?" Homura asked.  "Were you keeping this all this time?"

     "Sorry, Homura," the Doctor apologized.  "I had to keep this from you and the others, even with the mental shields.  This," he brandished the blue diamond, "is a hope diamond.  It was created by a genius named Walker Santos at the Bro’dee Convention at Odym.  It’s a diamond-shaped container which holds a year's worth of hope for an entire planet."  He leaned in closer to the girls.  "It purged your Soul Gems.  Unlike a Grief Seed, it doesn't absorb the despair in your souls; it destroys despair."

     "That is counterproductive to our efforts," Kyubey said quietly.  "Centuries of despair have been gathered as an already viable, existing power source with the minimum of sacrifice."  The Incubator twitched its tail slightly, looking thoughtful.  "However, if this method of gathering hope is as powerful as you say, then we may take it under advisement after thorough analysis and consultation."

     "How long would that take?" the Doctor demanded.

     "As long as it takes," the Incubator said reasonably.  "All ramifications must be considered."

     "I see," the Doctor said quietly.  "And what will be done during this investigation period?"

     "We will continue on the course that has proved useful," Kyubey replied.

     The girls shuddered.  Kyubey had just told the Doctor, in the most reasonable voice, that it would continue harvesting from girls like them.

     "And where is all this energy going?" the Doctor asked.

     "Where it is needed," Kyubey replied.

     The Doctor nodded.  "Thermodynamically speaking, it’s far easier to place things of high concentration in an area of low concentration.  The lowest concentration of useful energy is at the end of the universe, 100 trillion AD.  I’ve been there."

     "What do you mean?" Madoka asked.  "What’s at the end of the universe?"

     The Doctor clenched his jaw.  He tried not to shudder at the memories.  "There’s almost nothing left.  There’re just a few guttering neutron stars.  The sky is almost entirely black because no star has enough fuel to shine."

     "Are there any…survivors?" Donna asked hesitantly.  "Is there any intelligent life left?"

     "I suppose you could call them survivors," he admitted, looking haunted.  "I wouldn't—not in any meaningful sense, anyway."

     "This changes nothing," Kyubey declared.  "We have decided to save the universe by sustaining it with the energy derived from despair.  We are doing exactly as we have stated."

     "There’s nothing left to save," the Doctor said.  His voice was barely above a whisper.  Donna knew that he was a dangerous man now.  "Incubator, I know that all of your race can hear me through you.  I ask you to stop the harvest and end the cycle of Magical Girls.  If you will not harvest hope, then don’t harvest despair, either.  End it, and let the universe die with some dignity.  Let these girls have their lives back.  What is your answer?"

     Kyubey looked like it was considering something.  Then it climbed on top of Mami’s shoulder and looked the Doctor in the eye.  Mami tried not to cringe at the Incubator’s intrusion.  Everyone around could feel the tension in the air.

     "No," the Incubator said simply.  "This was decided centuries ago.  We will not abandon our plans."

     The Doctor frowned as he tried not to clench his jaw.  The Incubators had been given their chance.

     "Then I'll have to stop you," he said soberly.

     "If you had the resources to do so, you would have done so earlier," Kyubey concluded.  "It is only reasonable to assume that you are making a baseless threat."

     Donna tried not to scowl.  _The little thing has no idea what it's just unleashed_ , she thought to herself.

     An inhuman sound filled the air.  Donna and the girls cringed.  It was worse than fingernails screeching across a blackboard.  It was a sound that grabbed you by the spine and shook hard.

     "Walpurgis Nacht is here," Kyubey announced calmly.  It jumped off of Mami and landed near the girls, much to Mami’s relief.  "She is the second most powerful Witch you girls could ever face.  You will fight her with all your strength, but it will not be enough unless Madoka makes a contract with me."  It tilted its head as it scanned the Doctor and Donna.  "You appear to be unarmed; that is unfortunate for you.  Given your resources, you might have slowed the Witch down," Kyubey finished with what sounded like a jeer.

     Homura stepped forward.  "The Doctor may not believe in carrying weapons, but I do," she pointed out.  She reached into her shield and pulled out a small device.  Flipping up a lid, she pressed a red button.

     The explosion nearly deafened everyone, and part of the city was vaporized.  Walpurgis Nacht was catapulted into a nearby stadium.  With an indignant shriek, it righted itself.  It was met with a storm of artillery fire.  Heavy anti-tank rounds and rocket propelled grenades pounded the Witch, but it seemed barely affected.

     "This is a delaying tactic; nothing more," Kyubey declared.

     "Blimey!" the Doctor exclaimed in dismay.  "You were stockpiling weapons?!"

     "I had to," Homura insisted.  "I’ll do whatever it takes to—"  She faltered, unsure of how to express her feelings.  "Madoka, you can’t make a contract with Kyubey!  You just—you just can’t!"  Tears were starting to form in the dark-haired girl’s eyes.

     "Why am I so important?!" Madoka asked.  "Why would you do all of this for me?  I’m nobody special!" she insisted.

     "Yes, you are," Homura insisted.  She dropped the spent detonator and gripped Madoka’s hands.  "In another time and place, you saved me.  I’ve been going through time and space to return the favor."

     Madoka shook her head.  "That doesn’t make any sense!"

     The Doctor gently touched Madoka’s shoulder.  At this moment, his eyes looked very old.

     "Miss Kaname," he began gently, "Homura has been trying for a very long time to save you.  She has suffered so much; the least you could do is to listen to her."

     "Homura has been manipulating time," Kyubey stated.  "That is her power, her secret, and her shame—though I cannot understand why anyone would consider it as such," it remarked.  "She has been creating alternate timelines in her endless quest to save you, Madoka.  With each failure, she has only made you a stronger, more desirable harvest when you turn into a Witch."

     Homura glared at the Incubator.  The creature seemed unfazed.

     "Alternate timelines?" Kyouko asked.  "What, you mean like what-ifs and different paths like that?  You've been going through all that?!"

     Homura's gaze turned towards Kyouko.  Her face went from seething hatred to unnervingly careworn and tired.  Those violet eyes told the story, even if nobody believed her.

     "And you've seen us all die," Sayaka added.  "How many times have you seen all of us die?"

     "Too many," Homura said sadly.  "That's why I never, ever want to see it happen again."

     "Then you've endured so much," Mami said.  "I can't believe that I was so selfish!  Here you were, trying to save us all—"

     "I'm the selfish one," the brunette admitted as she bowed her head.  "I only wanted to save Madoka."

     "Guess what?" Sayaka asked, gently putting a hand on Homura's shoulder.  "This time around, it's a package deal.  Thanks for saving us—ALL of us," she amended.

     Homura looked up and smiled bitterly.  "The day's still young."

     "Yeah," Donna agreed.  "And all the cards aren't on the table just yet," she said.

     "What do you mean by that?"  Kyubey asked.  This new configuration was definitely less efficient.  Instead of calculating possible outcomes, the hive mind started **imagining** possibilities—most of them terribly irrational.

     "Incubator, I have a question for you:  How many Magical Girls do you think I can fit into that blue box?" the Doctor asked.  He sounded almost nonchalant.

     Kyubey regarded the TARDIS.  "It looks like you should be able to fit one or two girls in there.  I don’t understand the significance of that box.  Why do you ask?"

     "Sorry, but the correct answer is:  297."  The Doctor snapped his fingers and the TARDIS doors opened.  What happened next left four out of five girls gawking.

     Nonchalantly, the Doctor strode to the TARDIS and leaned in.  He gestured for someone inside to come out.

     "Ladies?  It's time."

     Magical Girls walked out of the impossibly small box, one at a time.  They all spared Kyubey a pointed glare, though none of them drew their weapons.  The situation was such that nothing more literal could be spared for the Incubator.  They had work to do.

     "Set up Command and Control," Mina said calmly to the group of girls nearest to her.

     "I'm working on the holding cell right now," Umika announced.  Beneath her, a magic circle was expanding.

     "Tactical and strategic screens are online," Amy reported as she tapped at her magical computer.  "I'm synchronizing this with Miss Umika's book."

     "I'll cast a shield spell when everyone's out," Fuu said.  "It won't be as sturdy as a stationery barrier, though."

     Mina nodded and gestured for the girls still in the box to hurry up.  Even with the distraction that Homura's artillery had bought them, they didn't have much time.

     "Everyone form up in your teams and await my signal," Mina said quickly.  "We'll go live on the network on my mark."

     "You were the one who was taking the Magical Girls?"  Kyubey sounded astonished.

     "Oh YES!" the Doctor grinned.  "It was better than letting them become Witches."

     "Impossible," Kyubey whispered.  "This is impossible!  Their Soul Gems should have become Grief Seeds long ago!"

     "Yes, that was the way you engineered them, wasn't it?" the Doctor asked pointedly.  "Fortunately, inside my TARDIS is a temporal state of grace field.  It slowed down the degradation in their Gems until they could be purified.  It's good to try the impossible once in a while," the Doctor said jauntily.  "It broadens the horizons."

     "`TARDIS?'" Kyubey repeated in an oddly distant, small voice.  It tilted its head slightly, and for a moment it seemed to frown.

     Something was very, very wrong.  The Incubator race had extensive knowledge of time and space.  Technology of this sort surely would have been catalogued among the hive mind.  A quick attempt to access what a TARDIS was resulted in one sentence:  Nothing of importance.

     "What's wrong, Incubator?" the Doctor asked quietly.  "You seem out of sorts.  Maybe you don't have as much control over things as you may think."

     He turned his attention to the assembled crowd of three hundred strong and tilted his head towards the writhing mass that was Walpurgis Nacht.  He was proud of the girls, yet sad at the task that was before them.

     _Testing, testing_ , Mina called out telepathically.  _The telepathic network should be online.  Call out if you can hear me._

     There was a mental chorus of affirmatives.  That was a relief. 

     Kyubey almost looked confused.  "You have linked your Soul Gems together to form a network?  That is not what they were meant for," it said.

     "Yeah, well, that's how we are," Mina said almost offhandedly.  "We improvise."  She turned her attention to Kazumi.  "Let's make this an even 300," she told her.

     Kazumi separated herself from the crowd and headed to Homura, Kyouko and Mami.  She gave each of them a small box.  A glance inside showed that they held a pair of earrings.

     "Is this a fashion statement or something?" Kyouko asked.  "I ain't one for fancy stuff."

     "They're how we can coordinate," Kazumi explained.  "This one goes on the left ear and this goes on the right ear.  Don't get them mixed up."

     "Why?" Mami asked.

     "The left one connects you to the girls who'll direct you to where you need to be.  It's also—well, I'll show you."

     Kazumi touched her left earring and a translucent blue visor appeared over her eyes.  Mami, Kyouko and Homura could see small displays—presumably, information about Kazumi's surroundings.

     "This tells you what you'll be facing," Kazumi said.  "Umika's power involves reading the enemy and any weaknesses they might have.  This also makes sure that you don't have any blind spots…"  She blinked as she looked at Mami.  "You're Mami Tomoe?"

     The blonde nodded.  "I am," she acknowledged.  Then she took another look at Kazumi.  "You look…familiar."

     "You saved my life a while ago," Kazumi replied.  "Well, it was kind of me.  It's complicated, but I never got to thank you.  Because of you, I had one more day with my grandmother before she died."

     "And you became a Magical Girl because of that?"  Mami looked downcast.  "You didn't know—"

     Kazumi gently cut her off.  "You didn't doom me, Miss Tomoe; I made my choice.  You know what?  I'm glad that I'm still here, able to fight with you and everybody else.  Thank you for giving me that chance."

     Kazumi gave Mami a quick hug.  The blonde blushed, but not as much as Kazumi did when she released her.  It didn't take a genius to figure out why.

     "I think you've got a fangirl," Kyouko remarked as she clipped on the earrings and activated her visor.  "Hey, cool.  This is almost like a video game."

     "Almost," Homura acknowledged as her visor came up.  "We only have one shot," she reminded the redhead.

     _Are you online yet?_  That was Mina's voice coming through the network.  _Oh, good.  Sorry if I'm going to be familiar with you, but I won't have time to go with "Miss" this or that._

_Eh,_ Kyouko thought dismissively, _I was never big on formality anyway._

     _Where do you need us?_ Mami asked.

     There was a moment of hesitation as Mina conferred with the others in C & C.  _Okay…Kyouko, was it?  You're with the melee group.  Mami, you'll be alternating between ranged sniping and holding Witches with your ribbons.  Homura, you'll be covering mid-range.  If you can go long-range, do so, but we've got plenty of snipers on our end.  If you run out of weapons, just shout—or think.  Or, well, call out,_ Mina's mental voice said sheepishly.

     _Everyone, please gather around for your shields,_ Fuu `thought' primly.  _Don't forget to return to C & C for a new shield when yours reaches 20% or less._

     _If you're hurt_ , Amy thought, _we'll send someone from Search and Rescue to get you._  

     _Stick to the plan and watch your display_ , Umika urged the girls.  _Don't get into an extended fight if you can avoid it.  Switch off and keep the Witches off balance._

 

     "Are they aware of what Walpurgis Nacht is?" Kyubey asked.  "Do they know what they are fighting?"

     "They know," the Doctor said quietly.  "They know that this was once a girl like them, with hopes and dreams until she fell to despair—because YOU and YOUR LOT tricked her!"  He pointed an accusatory finger at the Incubator.  "Now, all that can be done is to make sure that she can’t hurt anyone else."

     "Do you honestly think that this will make a difference?"  Kyubey asked.  "This is impressive, but when they lose hope, you will face hundreds of Witches.  That is the nature of being a Magical Girl."

     "You may not lie," Homura said defiantly, "but you can be wrong."

     There was a general rumbling of consent.  The girls nodded grimly as they prepared their weapons.

     "So, how're we gonna get there?" Kyouko asked.  "It's not like I can fly or anything."

     "I have just the thing," Kazumi replied with a smile.  She summoned an ornate staff and gestured towards the stadium.  "STAIRWAY TO HEAVEN!" she called out, and a pathway of light appeared before them.

     Mami looked around at the Magical Girl Army.  Her lip quivered slightly and she fumbled with her musket.  She felt a tear run down her cheek, but she was smiling.

     "I’m not alone," she said, almost to herself.

     "You never were," Kyouko said softly. 

     With surprising gentleness, Kyouko put a hand on Mami’s shoulder.  The redhead’s gaze then turned to Donna.

     "Hey, Aunt Donna," she began awkwardly.  "Thanks for all the lunches, but I’ve gotta kick some ass now."

     "Be careful," Donna urged.  "You've got people waiting for you to come back."

     Kyouko smiled and nodded.  "Yeah, I know."  A thought occurred to the teen.  "Funny thing, though.  With that big thing over there, I should feel nervous.  I don't."

     "Oh?"  Donna asked.  "How **do** you feel?"

     "It must've been that blue diamond thing, but I feel pretty good.  In fact, I feel great!  I haven't felt like this since before..."

     Kyouko held up her hand, nothing how steady it was.  She seemed to be doing a self-diagnostic.  She flexed her fingers and grinned wolfishly.

     "What's wrong?"  Mami asked.

     Kyouko's grin widened.  "Wrong?  Nothing's wrong.  In fact...I think I'm back."

     The blonde blinked in confusion.  "What do you mean?"

     Kyouko leaned in close.  "Okay, Mami?  I'm only gonna say this for you, even though I still think it's a stupid name."

     Mami almost went slack-jawed at the implication.  "You mean--?"

     "Rosso.  Fantasma," Kyouko whispered.

     The next thing everyone realized, there were at least two dozen copies of Kyouko in the area.  Each of them seemed to be casually waiting for something.

     "Your illusion powers have returned?" Homura breathed in amazement.  "I didn’t think that it was possible."

     Kyouko grinned as she dismissed the duplicates.  "Yeah, well, I think we were all due for a miracle."

 

     Donna nodded.  "When you’re done, I want you to find yourself a family.  You don’t have to be alone."

     Kyouko considered that for a moment.  "Being optimistic, ain’t ya?" she remarked.

     "You can stay with my family," Sayaka volunteered.  She’d been silent until now.

     The redhead's eyes widened.  She didn't even try to cover her shock with a tough-girl façade.

     "You'd do that?" she asked Sayaka.  "You're kidding, right?  I mean, why would you—"

     "JUST SHUT UP AND SAY `YES'!" Sayaka exclaimed fiercely.  "You've got something to live for!  Just...just come back, okay?" she asked, her voice faltering.  "That's what friends do."

     Kyouko trembled as she regarded Sayaka.  So much had happened in such a short time.  She'd never expected to live a long life, especially not after she'd lost her family.  She certainly didn't expect people like Donna and the girls to enter her life, much less make such a difference.

     "Yeah, okay," Kyouko rasped.  She reached out and gently squeezed the blue-haired girl's hand.  "Thanks, both of you."

     Sayaka looked sheepish, but she squeezed back.  "No problem," she got out awkwardly.

     "What, no hug for your old aunt?" Donna joked, but it was a gentle one. 

     Kyouko responded by hugging Donna so tight, the older woman grimaced.  Donna gently patted Kyouko on the back.

     "Easy," she said, her voice slightly strained.  "I may want to breathe sometime."

*******

     Madoka eyed the Magical Girl Army with equal parts amazement and apprehension.  The Doctor had rescued so many—enough to make her wonder whether or not she would have made a difference.

     "We're still outnumbered," Homura said quietly.  "But there's a plan that might just work."

     "Is there anything I can do to help?" Madoka asked.

     The long-haired brunette nodded.  "Stay here where it's safe.  This place is shielded."

     "Is that all?"  Madoka asked, disappointed.

     Homura took Madoka's hands into her own.  "Don't give up on us.  Don't give up hope.  Believe that what we saw will come true one day.  Believe in me and the others, as I…"

     Homura hesitated.  Then she whispered something in Madoka's ear that turned her face as pink as her hair.  Then Homura listened to a silent instruction and nodded.

     "I have to go," Homura said.  "Be safe, and everything I've been through will have been worth it."

********

     Almost as one, they surged towards the stadium that held Walpurgis Nacht.  Though they had spent days and weeks getting to know each other, precious little of that was spent in combat.  The three new arrivals would help.  Even with the telepathic network and the overall plan, things would get dicey.  They were facing at least three-to-one odds, and these were the strongest Witches on the planet.

     Kyouko turned and prepared to follow the magical girl army.  As she did, she gripped the small crucifix that she wore.  She squeezed her eyes shut so tightly that tears formed.

     "`Though I walk in the valley of shadows,’" she muttered before jumping into the fray.

     The plan, as Mina explained to the Doctor, was to wear down Walpurgis Nacht.  The giant Witch had almost a thousand other Witches as her subordinates, but they were also part of her.  Each Witch had a fair amount of Familiars to serve as cannon fodder.  A wave of said Familiars was charging towards the Magical Girl Army.

     _Snipers_ , Mina thought, _take out the Familiars on my mark.  The melee girls already have a lot to deal with_.  She shifted her attention to the girls on Kazumi's "bridge."  _Prepare to clear the fire-zone,_ she warned them _.  Three…two…one… **MARK**_!

     Screeches and howls filled the air as the Familiars were annihilated by the massed firepower.  A few careless Witches were also caught in the conflagration, but they only seemed mildly injured.

     _Talk about target-rich_ , one of the melee girls "exclaimed," the emotional rush evident in her thoughts.  _This is just my thing!_

     _Stick to the plan, Yang_ , Mina warned her.  _Don't get hung up on any one target, remember_?

     _You're no fun_ , Yang thought back.  Then she boosted herself headlong into the fray with the recoil from her gauntlets.

     _Well, she's always on the go_ , Weiss remarked mentally.  If her tone seemed snide, it was to hide her nervousness.

     _We all have our roles to play_ , Fuu reminded her philosophically from C & C.  _The other groups are in position._

********

     Three girls linked their hands together.  Two of them had long ponytails while the third had short, light brown hair.  The air suddenly crackled with electricity.

     Mikoto Misaka sighed as she looked at her teammates.  Perhaps it wasn't the time, but she noticed that Pyrrha and Lita had a significant physical advantage over her.

     "That figures," she muttered to herself.  The telepathic network was busy enough without her sending random thoughts into the mix.  "Which one of us is not like the others?" she joked.

     "Well, you can always grow your hair out," Pyrrha said reasonably.  "It'll take some time, but I think you look just fine as it is."

     "That's not what I'm talking about," Mikoto grumbled.

     "Is that really a big thing right now?" Lita asked, perhaps a bit annoyed.  "We're going to face some of the nastiest Witches in the world and you've got body issues."

     "Your friend Kuroko doesn't seem to mind," Pyrrha pointed out.  "In fact, I don't think she's ever said anything bad about you."

     "Weird, huh?" Mikoto asked.  "I trust her with my life, but not when she's—heads up!" she called out as the Witches headed towards them.

     "I'm on it!" Lita exclaimed as bolts of lightning flew from the antenna on her tiara.  "I can keep them back while we set things up."

     "Just don't freeze up," Mikoto said.

     "I wouldn't worry about that," Pyrrha said.  With some effort, metallic debris from the area started clumping together.  The conglomeration levitated just above the trio, aimed at the heart of Walpurgis Nacht.  "That's not our job."

********

     Ellie took a deep breath and tried to ignore the distractions that surrounded her.  It was harder than she thought, especially when said distractions were Familiars and Witches intent on killing her.

     Fortunately, she had an excellent bodyguard.  Annie's wish had been to protect Ellie, and her sister's power increased when she was doing just that.  However, if the little redhead had gone off on her own initiative, then she was only slightly stronger than the average girl.

     "There is no storm," Ellie whispered to herself.  "There is no curse.  There's just my power for better or worse."

     Back on the campus, Raye and some of the other girls had taught her the basics of meditation.  Ellie had found a measure of peace in accepting her power as a part of her, not some destructive beast to be chained.  She was different in that her Soul Gem didn't give her the power—it **restrained** her power.  Now, she had control and focus far beyond when she depended on the Gem.

     It would have been easy to freeze the entire city.  Freezing just Walpurgis Nacht and the Witches in her path took a great deal more concentration.  It would have made her totally vulnerable if she didn't have Annie to watch over her.

     The snow started to form in a dome around her as she concentrated.  To the outside observer, Ellie looked utterly serene.  That would change when the time came to unleash all that power in one shot.

********

     _Got her in one shot_ , Kyouko mentally crowed.  The Witch that she'd been facing collapsed in on itself.  In its place was a pitch-black Grief Seed that floated in the air.  Kyouko snatched it and grinned.  _Here's one for the holding cell_ , she called out.

     A girl in Chinese clothes and pink hair suddenly appeared next to her.  She nodded and the Seed was taken away.  A moment later, it was deposited in a growing pile within the containment circle that Umika had created.

     "How many do we have?" Anita King asked.

     "Seventy-eight, including the three that we obtained from the new girls," Fuu reported.  "Quite impressive when you consider that it hasn't even been three minutes."

     Anita was about to reply when the call came in for another pickup.  Wordlessly, she vanished.

     "Good thing we have a 100% drop rate so far," Mina said to the others in C & C.

     "Indeed," Fuu agreed.  "The question still remains as to the disposition of the Seeds after the battle."

     "One thing at a time," Umika said calmly.  "We still have over 900 Witches to go."

     "Too bad we can't let loose with the heavy firepower," Mina mused.

     "Given how badly we're outnumbered, they'd swarm any girl who tried," Amy reminded her.  "We're already taking a large chance with the separate groups we have now."

     "Good point," Mina acknowledged.  "We just need to stick to the plan and hold on."

********

     The Doctor watched the battle, his expression grim.  He still couldn't determine what would happen after today.  He would have paid a visit to the Incubator homeworld if it weren't for the fact that his TARDIS was reinforcing the shields around C & C.

     Kyubey, however, was less restrained.  In fact, the little Incubator had felt a disconcerting sensation of liberation combined with contradictory whims.

     "What now, Doctor?" Kyubey jeered.  "Is this the great plan you had envisioned to stop us?  The best you could do was a holding action?"

     The Doctor said nothing for a moment.  That changed as he grinned fiercely at Kyubey.

     "Well, no," he replied.  "The way I figure it, you lot have been gathering all this energy into one big nest egg.  As soon as you hit the quota, you ship this off to the end and have it slowly release its contents.  Am I right?"

     Kyubey tilted its head.  "That is one way to go about it," it allowed.

     "Ah, you’re being evasive," the Doctor said.  "That means that I’m spot-on.  Now, where would you keep something that you’ve invested so much effort in?  Where would be the safest place?"

     Kyubey said nothing.  It was certain that the Doctor could not possibly guess.

     "Could it be…your home world?" the Doctor suggested.  "It’s the most logical place to put it.  Maybe it’s in orbit, in full view of your planet.  Of course, nobody can possibly reach it without knowing the coordinates."  The Doctor paused and glared at Kyubey.  "Guess what?"

     "What?"  Kyubey asked.

     "I know where you live," the Doctor said coldly.  "And, I know where to take that nest egg.  I know a place that would be a great rubbish dump.  It's not often that you see black holes orbiting one another.  All I have to do is hook up the TARDIS to your nest egg, and that'll be all I need to send it off!"

     "You cannot!" the Incubator exclaimed.  "Something of that magnitude cannot be moved by a single ship!  It is impossible!"

     "You keep saying that word," the Doctor replied.  "I don’t think that you know what it means." 

     "Do you think that we had not prepared for such a possibility?"  There was a distinct jeer in Kyubey's voice.

     "Oh, I know you were," the Doctor replied softly.  His expression became cold and remote as he reached inside his jacket for something.  With his free hand, he grabbed the Incubator by the scruff of its neck.  He gestured meaningfully with the sonic screwdriver.

     "So you had a weapon after all," Kyubey concluded.  "Go ahead, Doctor.  Killing this body will avail you nothing."

     "I'm not going to kill you," the Doctor said softly.  "This is a screwdriver, not a weapon.  And I think you should really know who I am."

[](https://www.flickr.com/photos/18278957@N04/28028605726/in/dateposted-public/)

     The mental link was swift and brutal.  Kyubey, and in effect, the entire Incubator race tumbled through a mental maelstrom of images.  There was fire, burning, war, pain and suffering the likes of which few could see and still remain sane.  The Doctor stood outside, harsh and aloof like a stranger as the Incubators tried to make sense of it all.  Through it all, their thought processes degraded to a jumble of words:

     _Doctor/Time Lord/TARDIS/Time War/Oncoming Storm/Gallifrey/Bringer of Darkness/Killer of his own/Protector of Earth/Time Vortex/End of Time/Run run **run RUN RUN**!!!_

     The link ended, punctuated with the mental equivalent of a backhand.  Kyubey was left quivering in—oh, yes, it was fear.  The new mental configuration had left the entire race susceptible to such illnesses as emotions and irrationality.  Had the Incubators been united as before, they would have easily repulsed the attack.  As things stood now, things were starting to fragment.

     With an effort, Kyubey tried to revert to the earlier configuration, but found it couldn't.  It could not reshape its brain.

     "What have you done?" Kyubey asked, clearly dismayed.  This was not part of the plan.  None of this was part of the plan!  "You have violated us!"

     "I used a telepathic virus hidden within the spray," the Doctor informed them coldly.  "It steered you to your current state and fragmented your cohesion.  I had three weeks to study your brain structure.  I needed three days."  He glowered at Kyubey.  "What happens now is on you."

     With that, he aimed the sonic screwdriver at the open door of the TARDIS.  The device buzzed, but appeared to do nothing else.

********

     "General Sturm!" a trooper exclaimed.  "We're receiving a transmission from the Doctor!"

     "What does it say?"  Sturm had been impatiently waiting for this moment.

     "It says `do as you will,' along with a data packet."

     "Screen the packet for any surprises," Sturm ordered.

     The trooper complied.  "Oddly enough, sir, there's just information in the packet.  There aren't any files that would interact with our systems."

     "Not even by reading the packet?"  Sturm asked.

     "No, sir.  There's just a list of codes in text form and a description of their functions."

     Sturm hesitated.  This seemed too good to be true.  Still, any advantage was a good one. 

     He nodded to the trooper, who worked the controls and leered.  "We now have total control over the planet's defenses, as well as the more mundane systems."

     Sturm grinned.  "Break them.  Then open a channel before we commence the slaughter."

     On the planet below, status reports flashed before the Incubators' eyes.  Every one of their defenses, great and small, was going offline.  Even the great repository was now visible as the cloaking shields failed.  Efforts to get everything working failed.  They were helpless and vulnerable.

     The repository was, quite honestly, an impressive sight.  An egg-shaped container half the size of Earth's moon was suspended in front of a gate-like structure.  The gate itself had been powered up, ready to go, but it was now silent.

     "It's made of impervium, sir," Commander Drang reported.  "If we could carve it up somehow, we would have an invincible fleet!"

     "Truly, a wonderful treasure," Sturm mused.  Then he gestured for a comm channel to be opened.  "This is General Sturm of the great Sontaran Empire," he announced.  "Surrender the energy source and I may make your end swift and painless."

     An Incubator appeared on the screen.  It tried not to look disconcerted at the perception filters failing.  The filters had previously protected the entire species, but now they had gone with the rest of the defenses.  "We will not surrender the repository," it said, but there was a slight quaver in its voice.  "You would not be able to use it effectively, anyway."

     "You will not surrender?"  Sturm snorted.  "And here I thought I was being generous."

     "Death means little to us," the Incubator stated.  "You cannot kill us permanently."

     "Shall we put that to a test?" Sturm asked.  Then he urged the comm officer to cut the channel.

     "Sir, should we use orbital bombardment?" a trooper asked.

     "No, Commander Drang," the General said with no small amount of relish.  "I think that it's good to get some exercise in with our slaughter, don't you?  Prepare the transmats for mass deployment!"

********

     The Incubator homeworld was peaceful and pastoral.  Every blade of grass had been meticulously and efficiently maintained.  Every bit of their world was optimized to what worked best.  Even the animal population had been kept in check.

     In all the time that the current Incubators could remember, their world was inviolate.  No one set foot on their world after the Obsolete Ones had been dealt with.  They had watched from afar, shoring up their defenses.  Their greatest defense, however, was being hidden.

     None of this applied as the air hummed with energy from the transmats.  Battalions of Sontaran troopers, already edgy from inaction, drew their weapons with glee.  In between the grunts of the dying Incubators and the shrieking of blasters, the troopers shouted their war chant:

     "Sontar-ha!  Sontar-ha!  SONTAR-HA!"

********

     Kyubey was visibly shaking.  It had always been aware of when parts of the collective had been killed.  However, that was only acknowledged as information.  The hive-mind noted the absence and then sent a replacement body.  It had been that simple.

     Now, everything seemed much more vibrant.  Every death seemed like a slap in the face to the rest of the species.  Kyubey was resisting the urge to scream.

     "You have violated us, Doctor," Kyubey said acidly.  Until today, that would have been unthinkable.

     "I warned you," the Doctor said softly.  "You did this."  His tone changed to something more conversational.  "Besides, I prefer to think of it as giving back.  I gave you back the capacity to feel."

     "Emotions are inefficient," Kyubey stated.  "They interfere with rational thought."

     "And yet, you're feeling every death that occurs to one of your own."  He smiled grimly.  "Not so insignificant when you can't filter out the inconveniences, is it?"

     "What right do you have to judge us?" Kyubey asked.

     "Every right," the Doctor replied.  "I see them for their potential for greatness.  You see them as cattle.  They stumble and fall, but they never stop striving.  They are indomitable."

     "I have seen no such evidence of greatness," Kyubey said dismissively.  "The Witches are evidence of Humanity's failings."

     "You never looked for greatness in others.  You were too busy focusing on yourselves.  That's why you started this whole thing:  You want to be the last ones standing."

     "From an evolutionary and biological standpoint, we are superior to most races," Kyubey replied.  "We have superior intelligence.  Reproduction is a trivial matter.  Unlike most other species, we have no desire to conquer or subjugate.  We can make the difficult and necessary decisions, unencumbered by emotions.  We have kept our own planet in perfect ecological balance.  By certain criteria, this makes us admirable in comparison to others."

     "And you're also accelerating entropy," the Doctor said harshly.  "Oh, don't give me that blank-eyed look.  Every time one of your bodies dies, energy is used to replace it—far more than what the old Incubators would have used through conventional methods."

     "By that logic, you are causing my race to deplete a great amount of energy in a short period of time," Kyubey pointed out as it flinched and convulsed.  "What purpose does this serve?"

     "Maybe it'll make you stop, one way or another," he mused softly.  "Donna's told me that sometimes, I need people to tell me when to stop.  It's my turn to tell you:  You.  WILL.  STOP."

     Kyubey shivered.  Through its link to the hive-mind, it knew that an enormous amount of compatible energy was being used up on its home world.  Billions of bodies piled up, only to be replaced by billions more.  It was a nihilist's dream:  The Incubator race now lived only to die at the hands of the Sontarans.  When a critical threshold was reached, the planet would be a dead zone, bereft of the compatible energy needed for replacement bodies.

     The Incubator didn't find it wasteful.  It found the prospect frightening.

     "Doctor?"  Madoka asked tentatively as she approached him.  She looked torn.  "I'm not sure—what do I do?  Those girls are all fighting and I'm here.  What do I do?"

     "Make your wish for the sake of the universe," Kyubey said, drawing a sour look from the Doctor.  "One girl for the universe is more than fair.  With the power you hold, any wish you desire will be granted."

     "How about this, Miss Kaname:  Believe," the Doctor offered.

     "In what?"

     She felt Sayaka's hand on her shoulder.  Madoka relaxed slightly.

     "In them," Sayaka gestured to the battle.  "Believe in him.  Believe in a better tomorrow."

     Madoka smiled.  "When did you get so wise?"

     "When I saw how badly I could have screwed up," Sayaka admitted.  "It takes me a while, but I do learn from my mistakes."

********

     Mami was doing the best she could.  She was the most experienced of the three that she'd known, but there was something holding her back.  She'd never learned to truly coordinate with others—and especially not a large group like this.

     _Get your head in the game, will ya_ , Kyouko thought harshly.  Then the mental tone softened considerably.  _We need you.  It's time to cut loose._

     _I don't know if I can_ , Mami responded as she held a Witch with her ribbons.  _There's just so much going on!_

_Use your visor and just stick to the Witches closest to you,_ Fuu advised.  _Can you manifest more than one rifle at a time?_

_Yes, but I don't know what my limit is,_ Mami admitted.

     _Now would be an excellent time to find out,_ Fuu suggested.

     Mami jumped onto the nearest platform and prepared herself.  She summoned a dozen rifles in a circle.  With an effort, she targeted the nearest Witch and fired. 

     The Witch shrieked and recoiled, but she wasn't quite defeated.  It took some time to seal up the holes in her body, ready to spring the moment that was complete.

     Mami didn't give the Witch a chance.  She summoned another dozen rifles, dismissing the ones from before.  She fired again, repeating the process until the Witch finally broke apart from the barrage.  The Grief Seed that remained was quickly gathered up by one of the teleporting Magical Girls.

     _Whoa_ , Kyouko said.  _Okay, I'm impressed.  I didn't know you could do that._

     _I didn't, either_ , Mami admitted.  _I—_

     _BEHIND YOU!_ Kyouko "yelled."

     Mami didn't need to look back.  Her visor had already alerted her to the Witch.  Without moving, she commanded her rifles to fire at her "blind spot."  This Witch had been dispatched even more quickly than the first.

     _I'm reclassifying you as an area-of-effect fighter_ , Fuu said calmly.  _Well done._

     Mami smiled for a moment.  She didn't know these other Magical Girls, but there was an undeniable camaraderie.  It was what she'd been looking for after her parents had died.

     The smile was replaced by a look of determination.  It wasn't time to celebrate just yet.

     _I could use some help here_ , a voice called out.  Mami checked her visor.  She was the closest one around.

     _I'm on my way_ , Mami replied.

     She manifested another ribbon and snared a Witch.  In a moment of inspiration, she swung towards another Witch, her rifles firing the entire time.

     She finally landed in the bleachers of the stadium.  Another girl dressed in mostly black and white was occupied with the Witches in that area.  Mami's visor identified her as Blake Belladonna.

     "They're keeping their distance from me," Blake said aloud.  She fired her weapon, a strange mixture of gun and sword, into a group of Witches.  She managed to snag one with a ribbon, but the others scattered.  "There aren't any platforms for me to jump off of here."

     Mami closed her eyes and took a deep breath.  She was the most experienced of her group.  She'd learned to improvise.  After all, a Magical Girl who did the same thing every time could be caught by surprise.  The last surprise she'd had almost killed her.

     She may have lost her family, but she had her friends.  She had people counting on her, and not just the girls she knew.  Every one of them was probably swallowing their fears and insecurities and they battled on.  It was time for her to do the same.

     Mami straightened up with a confidence she didn’t have before.  When she spoke, there was no doubt in Blake's mind that Mami was a veteran.

     "No platforms?" Mami asked as she summoned another set of rifles.  "Then we'll make our own.  Bring that Witch in close and I'll grab another with my ribbons."

     "What do you have in mind?" Blake asked.

     Mami actually smiled.  "Have you ever played hopscotch?"

     "It's been a while," Blake admitted as she struggled to keep the Witch from getting away.  "Why?"

     "I think it'll come back to you," the blonde replied.

********

     Homura was trying very hard to not have flashbacks of her past failures.  Memories of past loops threatened to come back to her, to distract her at the worst time.

     The brunette clamped down on the memories.  The past didn't matter, not now.  She had to look forward and hope for a better future.

     She smiled grimly as her visor registered Mami and Blake.  The two were heading back to the center of the battle.  She was impressed that they were using ensnared Witches and Familiars as temporary platforms.  When they were done with the previous platform, they dispatched it with their weapons.  It was rather like watching a video game character jumping to and fro, only with higher stakes.

     They were slowly whittling down the Witch population.  Her visor had thoughtfully included a counter of how many Witches had been put into the containment circle.  Right now, it stood at around 350.  The Magical Girls were still facing odds of over two-to-one.

     Homura hopped to another one of Kazumi's platforms.  Her job was to help keep the Witches scattered and uncoordinated.  That meant breaking up any clusters of Witches that attempted to double-team the other girls.

     _What do we do about Walpurgis Nacht?_ Homura asked the network.  _It's—she's just sitting there._

_Nothing, for now,_ Umika replied.  _We can't attack her without being swarmed by the Witches that she's controlling.  We have to weaken her more._

_How much?_ Homura asked.  _How many Grief Seeds have to be contained?_

_The more, the better,_ Umika responded.  _Realistically, we're not going to get all of them._

     A blur of red attracted Homura's attention.  A pathway of magical circles—no, glyphs, she corrected herself—arced across the leading edge of the battle. 

     Ruby was a blur of red as she streaked across the glyphs.  The Witches in her path were sliced to ribbons.  Those who weren't dispatched were finished off by other Magical Girls.  As Homura watched, the scythe-wielder seemed to get even **faster** as she continued on her path.

     _They're acceleration glyphs_ , Umika answered Homura's unspoken question.  _They not only make you faster, but they also cut down on your recovery time.  Weiss and the other girls who make them can't keep them up for long, though.  Otherwise, we'd have the Witches trying to get the boost._

_That would be bad,_ Homura agreed.  In her visor, she noted that the Grief Seed count had just jumped by 50.  She wondered if it was safe to use her time-stopping abilities. 

     She dismissed that thought.  Now was definitely a good time to use what she'd been given.  Pulling out another gun, she touched the shield on her arm.

     To the outside observer, it looked as if Homura had vanished for a second.  When she reappeared, it was a considerable distance away.  The path between her starting and ending point was suddenly littered with shell casings and spent weapons.  Most importantly, however, twenty Witches collapsed in on themselves and left their Grief Seeds behind.

     _I could only get twenty_ , Homura thought almost ruefully.  _I didn't want to go too far._

     _Well, every little bit counts,_ Mina replied.  _How many more times can you do that?_

     Homura checked the hourglass on her shield.  The sand within was jumping between the two ends, crackling with blue energy.

     _A few more_ , she thought.  _I'm not sure how many, but it would be best if I coordinated a bit more._

     _Good idea_ , Mina agreed.  _I'll have the others send you to break up any Witches that are clustering together.  We need to keep them off-balance._

     _Got it_ , Homura acknowledged.  In spite of the seriousness of the situation, she found herself smiling.  Her doubts had been cast aside.  Having a purpose, finding people that she could relate to—those were things she'd been looking for her entire life. 

     She didn't have to take the burden by herself.  In the chaos that surrounded her, she'd found her place, her ultimate role.  She would protect those that she cared for.  When all was said and done, she prayed that everything would be all right.

********

     "Are you all right, Miss Donna?" Sayaka asked.  They were safely in the field that surrounded C & C.  They'd been watching the battle, unable to do much of anything else.

     "Yes," she replied half-heartedly.  "Well, I guess the question's a little tougher to answer."

     "I know the feeling," Sayaka agreed.  All around them, Magical Girls and Witches were clashing.  Every so often, one of the girls from Search and Rescue would pop in, deposit a Grief Seed, then pop out.  "I feel so useless right now," she admitted.

     "Why?"  Donna asked.  "Is it because you're not out there fighting with them?"

     Sayaka nodded.  "Everybody here gets to be safe while the others are risking their lives.  It doesn't seem fair.  I didn't want to say this in front of Madoka, though.  She'd feel the exact same way."

     "And that's exactly what that little thing is counting on," Donna reminded her.  "It's great at making people do what it wants."

     "I know," the blue-haired girl nodded.  "My wish would have been pretty stupid, though.  He wouldn't have been worth it."

     "Well, it's not like anybody ever said, `hey, let me have my wish, but when I want to and how I want to,'" Donna said.  "Wishes usually don't work that way."

     "Wouldn’t it be nice if they did?" Madoka asked, startling the two slightly.  She laughed nervously.  "Sorry, it's just—I never thought a battle could be so quiet.  In here, we're insulated from everything."

     "Maybe it's better that we don't hear anything," Donna pointed out.  "The girls outside have to focus, you know."

********

     The giant Witch paused in her screeching and tried to focus.  She realized that something was wrong from the start.  Things were different from past encounters.  The Magical Girls she was facing were stronger, somehow.  Every attack they landed on her burned in a way that mere fire couldn't explain.  Worse still, the girls were organized and smart.  Her collection of thralls and puppets were slowly being taken away from her.

     In the past, all Walpurgis Nacht had to do was to force her way through.  She was less a person and more a dark force of nature.  It had been obvious that she would win.

     One by one, she felt the connections to her Witches grow silent.  She had managed to lose half of her puppets—at least, the weaker ones.  Until now, swarming the field was more than enough to get the job done.  Now, she would have to concentrate on three areas.

     Walpurgis Nacht was thoroughly insane.  She was not, however, stupid by any means.

     For a moment, as she caught sight of Madoka and Kyubey through her puppets' eyes, she stopped shrieking.  They were the two most important figures in her existence—for, quite honestly, she stopped living ages ago.

     It was time to dispatch the strongest ones.  Her wish would be fulfilled, even if it took eternity.  If the despicable creature was made to suffer, it was all for the better.

    

     "We have a Witch headed towards C & C!"  Amy reported.  As she tapped at her computer, her expression grew dismayed.  "There's also one heading towards Ellie and Annie, as well as Mikoto, Pyrrha and Lita!"

     "What's their threat level?" Mina asked.

     Umika paged through her book.  "They're some of the strongest Witches I've seen!" she exclaimed.  "They're at least a high threat, maybe even extreme!"

     "Ruby's team has pulled back from the front to let their shields recuperate somewhat," Fuu informed them.  "Miss Xiaolong is the closest to us.  Miss Schnee is supporting her."

     "What about the others?"  Mina looked nervously at the growing pile of Grief Seeds in the holding cell.  Was it her imagination, or were they shaking?

     "Ellie should be fine," Fuu said.  "Annie gets stronger when she's protecting her."

     "Why is she sending these Witches out now?" Mina wondered.  "And why do they look so much like regular Magical Girls?"

     "Perhaps they're the most powerful that Walpurgis Nacht has," Fuu offered.  "They may have had enough willpower to keep onto their identity, even as Witches."

     "That's…horrifying," Umika declared.  "It's like they're trying to be Human again, but they can't."

     Any further statements were forestalled by the arrival of the Witch.  The area around C & C shook as she landed.  When the dust cleared, they got a good look at her.

     She was tall, slender, and almost androgynous in appearance.  Her skin was grey like ash.  Straw blonde hair, not the golden shade that Mina sported, was cut short in a boyish style.  Most disturbing, however, was the fact that she had black sclera in her eyes.  When she wasn't having spasms, she moved with the easy grace of a runner.

     "Amara," Mina breathed.  "I'm sorry.  I'm so, so sorry that this happened to you."

     The Witch stopped as she caught sight of Mina.  A look of tormented recognition twisted her boyish face.

     "Mina…alive?" the Witch said hesitantly.

     The blonde nodded.  The TARDIS translation circuits were even translating the Witch's garbled language.

     "How interesting," Kyubey observed.  "No one has ever been able to translate the `language' of a Witch before."

     Any further observations or comments were stifled as the Doctor glared at the Incubator.  It was enough to intimidate the creature.

     "I'm…Witch?"  Amara looked at herself and started trembling.  "Why?  WHY?!" she screeched.  "NO FAIR NO FAIR NO FAIR!"

     The Witch that was once Amara started pounding on the shield surrounding C & C.  Reinforced with the TARDIS shields, C & C should have been virtually impregnable.  However, the shield actually started to shake.

     Yang frowned as she saw how much abuse C & C was taking.  Someone had to take care of that Witch, and fast.

     "Anita," she told the girl who held her hand, "I need you to teleport me to C & C."  They were standing on the rooftop of a nearby building, a quick jump away from the action.

     "Right next to the Witch?" Anita asked.  "That's crazy!"

     Yang looked like she was considering her options.  Then she grinned.

     "You're right.  Teleport me just above C & C.  About 100 meters will do it."

     "That's even crazier!" the pink-haired girl protested.  "Wouldn’t it make sense to double-team her?"

     Yang shook her head.  "You're fast, but you can't take hits like I can.  Besides, Weiss is on her way.  She'll back me up."

     Anita looked warily at Yang for a moment.  Then she shrugged.  The older girl knew what she was doing.

     There was a PUFF as air rushed into the space that the girls once occupied.  Yang and Anita then appeared right above Amara's head.

     The blonde was grinning as she fell.  She readied her gauntlets and prepared to do some damage.

     The Witch that had been Amara didn't hear it coming.  She'd been too busy pounding on the shield in anguish, too focused on her own pain.

     Yang slammed into the Witch so hard, the impact left a sizable crater.  She waited for Amara's Witch body to collapse and give up a Grief Seed.

     Instead, the Witch's body oozed out of the crater and reformed.  Whatever brief moment of coherency she'd had was lost now.  Amara screeched to the heavens before she charged Yang.

     "Fine, be that way," Yang remarked as she followed suit.

     _Miss Yang_ , Fuu called out mentally, _your shield is almost gone!_

     _She doesn't need it_ , came the voice of Ruby over the network.  _It's part of her power!_

     _Still,_ _I wouldn't mind a little backup,_ Yang said almost casually.  _Weiss_?

     _When I can take care of two dozen familiars_ , Weiss complained, _I'll be—_

     Her explanation was cut short as every familiar surrounding her was pierced by a white-hot arrow.  Weiss traced the projectiles to the source, a faintly smug-looking Raye.

     _Nice shooting_ , Weiss commented, trying to sound nonchalant.  She hesitated before sending out the next message.  _Thanks, Hothead_ , she said sheepishly.

     _You're welcome, Ice Princess,_ Raye returned.  _Stay steady and don't get rattled._

********

     Kyouko tried not to look rattled as she saw the explosion that Yang caused.  She knew that other Magical Girls could be powerful, but she'd never seen one cause a crater like that before.

     _Do you guys need help?_   Kyouko asked.  _I'm not far off.  I just need a quick ride there._

_Nah, I'm doing fine,_ Yang insisted.  _Okay, maybe not so fine_ , she admitted.  _This Witch has some really good kickboxing moves._

_On my way,_ Kyouko said tersely as one of the girls from Search and Rescue appeared next to her. 

********

     Yang wasn't having a good time, and she enjoyed a brawl.  Amara had forced her back to the shield protecting C & C.  As much as the blonde hated to admit it, the Witch was faster than her.

     Neither of them heard the sound of displaced air as Kyouko was teleported above them.  They did, however, hear her defiant scream as she pointed her spear downwards.

     That was a mistake.  Amara sidestepped the spear, grabbing it in mid-air.  Before the surprise could even register on Kyouko's face, the Witch swung her right into Yang.  The impact slammed the blonde into the shield that was protecting C & C.  Yang's shield shattered like glass.

     "KYOUKO!" Donna exclaimed from within.  She was resisting the urge to run out there, shield or no shield.  Only Sayaka's insistent grip kept her from following through.

     Kyouko's ride wasn't quite over yet.  She met the ground once, twice, and then felt herself being spun around.  Her best chance was to let go of the spear, so she did so.

     The redhead tumbled away to relative safety.  Some instinct of hers said to dodge to one side.  It was fortunate that she managed to do so, as the Witch had thrown her spear at her.  Kyouko shuddered as her weapon had embedded itself into a wall.  If she hadn't dodged, it would have gone straight through her chest--and her Soul Gem.

     _Your shields are critical_ , Fuu reported.  _And Miss Xiaolong's shields are down altogether!_

_Maybe I can buy some time,_ Kyouko offered.  She made a quick gesture and there was a flash of light that surrounded the Witch.  The next moment, four random Magical Girls were surrounding the Witch.

     Then the world turned topsy-turvy for the Witch.  She swayed drunkenly as the illusions slashed at her.  She kicked and punched at the phantasms, just missing them by a hair's breadth.  They were leading her away from C & C with their harassment.

     Then the Witch had apparently decided she'd had enough.  She raised a fist and energy gathered around it.  With a distorted scream, she pounded the ground.

     "WORLD...SHAKING!!!!"

     The ground exploded in golden light tinged with black.  The force of the blast shoved Kyouko back a few feet, even as far away as she was.  The illusory girls she controlled vanished as Kyouko lost her concentration. 

     Satisfied that the distraction was gone, Amara made her way back to C & C.  For a moment, the Witch regarded Yang's limp body.  Reaching down, she grabbed her by the hair and hoisted her up.

     Yang's eyes sprung open.  Instead of their usual lavender color, her eyes were now a frightening shade of red.

     The Witch screamed and prepared to finish off the blonde.  She either didn't notice or care that a fiery aura was building around Yang.

     The final punch never reached Yang.  Instead, the shadowy fist was caught in mid-air by the blonde's own hand.  There was an impasse for a moment.  A sickening CRUNCH broke the silence as Amara's fist was crushed into dark ooze.  With her other hand, Yang did the same to the arm that was holding her up.  Amara howled as she dropped the blonde.

[](https://www.flickr.com/photos/18278957@N04/27782273290/in/dateposted-public/)

     The sound was enough to make Kyouko flinch.  She was able to focus now, but her spear was still embedded in a wall.  She didn't have time to pull it out.

     "You touched the hair," Yang said with deceptive calm.  Her fiery aura grew brighter as she BLURRED and punched Amara off her feet.  Said blow was punctuated by an explosion that left Kyouko's ears ringing.

     "YOU!"  Yang pointed her gauntlets away from her and fired.  The recoil propelled her just past the Witch, who was still flying.

     "DON'T!"  The blonde slammed the Witch in another direction.  Once again, she boosted to overcome the Witch's flight.

     "TOUCH!"  This time, Yang gave the Witch an uppercut right in the jaw.  The impact sent the Witch flying upwards.  The blonde, however, wasn't quite finished.  Once again, she boosted, but skyward.  Her fiery aura was painful to look at now.

     " **THE HAIR!!!** " she shrieked.  This was punctuated by an explosive punch straight down. 

     Even the occupants of C & C flinched as Amara was slammed into the ground.  The impact threw debris and dust all around, blinding everyone in the area.

     Yang wasn’t satisfied, however.  She boosted downwards, both fists extended.  Her fiery aura trailed behind her, and for a moment, she was like a falling star.

     The last expression on Amara's face before impact was one of astonishment.  Then the crater exploded.

     It took a few seconds for the dust to settle.  Yang knelt down and picked up a Grief Seed.  Then she climbed out of the crater that was nearly as deep as she was tall.

     "Well, that was a thing," she declared nonchalantly.  She trotted over to Kyouko and helped her up.  "Are you okay?"

     The redhead stared at her.  "Yeah, I'm okay.  I'm…really glad you're on our side."

     Yang grinned.  Then she started swaying slightly.  "Whoo, that was a rush.  Check, please," she said before she slumped forward, knocking Kyouko down in the process.

     As disoriented as she was, Kyouko couldn't do much more than flop impotently for a few seconds.  Then Yang was gently lifted off her.  A gentle breeze blew over them, and where it touched her, Kyouko's wounds started to heal.  In moments, she was completely recovered, if a little tired.

     Fuu sighed as she finished her work.  Yang would need a few minutes to rest, but Kyouko was just about ready to get back into the fray.  There were other healers, of course, but Fuu was the closest available.

     A tentative footstep, in spite of the circumstances, got the trio's attention.  They turned to see Weiss sheathing her rapier.  Instead of the cool, almost distant look that she had on her face, she seemed genuinely distraught.  Striding towards Yang, she bent over and waggled a finger like a disappointed parent.

     "You have got to be one of the biggest IDIOTS I've ever known," the white-haired girl declared, apparently not caring that Yang was resting.  "All you had to do was wait a few more seconds and I would have been able to support you!"

     Fuu frowned.  "Miss Schnee, I really don't think that this is the time to castigate—"

     "No, it's okay," Yang groaned as she stirred.  She still looked a bit wobbly as she sat up.

     The white-haired girl wasn't finished.  She turned her attention to Kyouko.  "And you!" she began.  "What were you thinking?!  I'd think that you were almost as reckless as Ruby!"  She fixed the redhead with a pointed glare.  "I've got one thing to say to you!"

     Kyouko straightened up.  It wasn't the time or the place to be dressed down by someone she didn't know.  "Yeah?" she asked roughly.

     Weiss's expression softened.  "Thank you…for helping to save my friend.  I don't have many."

     Kyouko paused.  Then she shrugged and smiled.

     "It's cool," she said quietly.  "I know how that feels."

     Behind the shield that protected C & C, Kyouko could see Donna relax, much to Sayaka's relief.  The blue-haired girl had been trying to keep Donna from doing something foolish.  The shield not only protected the occupants within from physical attacks, it also screened out the psychic pollution that surrounded them.

     Two puffs of displaced air signaled the arrival of Ruby and Blake.  With a speed that surprised Kyouko, the silver-eyed brunette blurred as she hugged her sister.  A few rose petals fluttered where Ruby had been.  If Yang felt any discomfort at being tackled, she didn't show it.

     "Are you okay?" Ruby asked, clearly worried.  "I mean, I know you're okay because you're my sister and you're tough and all, but when I saw all those explosions and that fiery thing you do I really—"  She stopped babbling as Yang gently patted her on the back.

     "I'm fine, Sis," Yang reassured her.  Then she noted everyone else.  "Great, the gang's all here," she observed.

     "Please don't do that again," Blake said quietly as she touched Yang's shoulder.  "You promised that we'd all come back, remember?"

     Yang got herself upright, not disengaging her hug from Ruby.  She looked sheepish.

     "Yeah, I remember.  Sorry guys," she said contritely.  "Guess I got a little carried away."

     The group looked at the crater that she'd caused.  Then they looked back at her.  Yang had the good grace to look embarrassed.

     "We hadn't noticed," Blake deadpanned quietly.  There was a small, reserved smile on her face.  It might have been Kyouko's imagination, but the bow that Blake wore…shifted slightly.  The redhead chalked it up to the wind or something.

     Fuu coughed discreetly.  "I believe that now would be a good time to replenish your shields," she said reasonably.  She murmured something and the group's visors saw their shields back to full strength.  "Please keep an eye on that level," she reminded them.  "It wouldn't do to lose track of that in the heat of battle." 

********

     Annie had almost lost track of how many Witches and Familiars had tried to get past her.  None of them had succeeded.

     She'd just watched one of the teleporting Magical Girls grab the latest Grief Seed when something dark and fast landed heavily next to her.  The Witch had been blonde, with her hair tied off into twin ponytails.  The black cloak went with her oddly red eyes with black sclera, making her look even more sinister.  The grey skin didn't help, either.

     Annie held her staff at the ready and checked her visor.  It scanned the Witch and a name popped up.

     FATE TESTAROSSA, her visor read.  THREAT LEVEL:  EXTREME.

     _Guys, I think I might need some help here_ , Annie called out mentally.

     _I'm on my way_ , Mami replied.  _How long can you hold out?_

     Annie blinked, and before she knew it, she'd barely parried Fate's strike.  The blonde Witch hadn't teleported; she was just that fast.

     _The sooner, the better_ , Annie replied.  _This Witch is FAST!_

     _Mami, Annie_ , Umika interrupted.  _Coordinate your attacks so that the Witch gets caught in Mami's ribbons.  Then you should be able to finish her off._

     _Wait, what?_ Annie asked.  _How am I supposed to do that?  This Witch is so fast, I'm almost afraid to blink!  And if I leave Ellie, another Witch might attack her!_

     _Lead her **around** your sister,_ Umika replied patiently.  _Keep her chasing you so that she doesn't see Mami coming._

     _Okay, I can do that_ , Annie agreed.

     Within the sphere of frost and snow, Ellie strained to keep her concentration as Annie and Fate clashed.  She knew that Annie was doing her best to protect her, but the sound of metal clashing and odd snapping sounds threatened to unnerve the blonde.  It took a little while for her to register what the snapping sounds were:  Miniature sonic booms.

     _Do you need help?_ she asked her sister.

     _Keep doing what you're doing_ , Annie insisted.  Her mental voice sounded stressed, almost panicked.

     _Keep circling around your sister_ , Mami said.  _I have to make certain you're not caught along with her._

Rapid-fire shots threatened to break Annie's concentration.  She wasn't sure how fast she was going, but Fate seemed very determined to go even faster.

     _Can you pin her down?_ Annie asked.  _I'm not sure how much faster I can go!_

     _Just a few more times around,_ Mami said calmly.  Behind her, another Witch was shredded by her rifles.  _I've almost got her pace now._

_Annie, when I give you the word, jump as high as you can,_ Ellie said from within her dome.  _Just because I can't see you, that doesn't mean that I don't know where you are._

_What are you going to do?_  Annie asked, her eyes tearing up.  She wanted to blink so badly, but she wasn't sure that she'd survive doing so.  Fate was that fast.

     _Slow her down, hopefully,_ Ellie thought ruefully.  _Just keep up your pace and… **JUMP NOW!**_

     Annie did so, and she bolted skyward.  The Witch, absorbed in the chase, followed her.  However, her path was impeded as icicles sprouted from the dome.

     Fate dodged a few, smashed through a few, and continued skyward.  It was a minor distraction.  The ice was sharp, but fragile considering the speed she was going.

     Then an icicle impaled her in the leg.  With a yowl, the Witch stopped her flight and kicked hard against the dome.  Dark ichor leaked, then froze as the Witch tried to pull herself free.

     That was all the time that Mami and Annie needed.  With a gesture, the Witch that had been Fate Testarossa was suddenly wrapped in yellow ribbons.  Then she was jerked clear of the dome, the icicle still embedded in her leg.

     Mami swung Fate once, twice, three times into various buildings.  She was hoping to slow the Witch down even further before she could unload her rifles.

     Screeching the entire time, the Witch tried to cut through the ribbons with her staff.  For every ribbon she severed, another took its place.

     Then Fate decided that she'd had enough.  With a speed that astonished everyone, she dashed straight for the dome.

     Mami yelped as the change in direction nearly pulled her arms out of their sockets.  Like a fisherman trying to steer his catch, she tried to force Fate away from the dome.  Jumping from platform to platform, she tried to wrap the Witch with more ribbons.  Even restrained, the Witch was dodging the vast majority of Mami's fire.

     _I can't hold her for much longer_ , Mami called out.  _Annie, where are you?_

_Right where you need me,_ Annie replied.  _When I say the word, let her go!_

     _You want me to do WHAT?!_ Mami asked in disbelief.

     _She's focusing on Ellie in the dome!  I can take her down before she can do anything!  I KNOW I can!_ Annie insisted.

     Mami weighed her options.  She couldn't keep Fate in check for much longer.

     _We'll do it your way_ , Mami said, preparing to let the Witch "slip away."  However, she yelped for real as the ribbons went slack for a moment—just before she had to dodge a shot from the Witch.  Fate took the time to sever the ribbons and then left Mami behind.

     A sonic boom made Mami and Ellie wince.  Then there was a red-headed blur that slammed right into Fate, stopping the Witch in mid-air.  Annie swung her staff downwards, catching the Witch on the back.  It was neither artful nor efficient, but it was strong enough to send the Witch flying to the ground. 

     For a moment, all was quiet as Fate lay in the crater.  Then the moment was shattered by Mami's rifles mercilessly pulverizing the Witch.  Within moments, the Witch's body collapsed into a Grief Seed.  Seconds later, the Seed was teleported to the containment field by one of the Search & Rescue girls.

     "I really hope there aren't any more like those," Annie said.  Mental bandwidth on the telepathic network was at a premium.  "It's creepy when you can see who they were."

     Mami shook her head.  "I don't see any more of the strong ones in the area.  The closest ones aren't anything you can't handle.  That was well done—on both your parts," she complimented both Annie and Ellie.

     The sisters blushed—though it was hard to tell since Ellie was inside her dome.  They hadn't received many compliments during their tenure as Magical Girls.

     _Thank you_ , Ellie said shyly.  _I couldn't ask for better._

     "Thanks," Annie said awkwardly.  Then her visor locked onto a solitary Witch just in front of Walpurgis Nacht.  Oddly enough, all the other Witches were staying away from her.  "Hey, what's that Witch doing there?"

********

     "We've got another Witch just in front of Walpurgis Nacht," Umika reported.  "I'm trying to get an ID on…oh, no."

     "What is it?" Mina asked.

     "Amy, can you confirm who it is?"  Umika seemed to be shaking slightly.

     "I'm cross-referencing all known Magical Girls," Amy replied.  "I should be able—no…" she breathed.  "It can't be her!"

     "Who is it?!" Mina asked, perhaps a bit harsher than necessary.

     It was Fuu who spoke up.  "It's Miss Nanoha Takamachi, I'm afraid," she reported.  "From what the others have told me, she possesses—possessed—frightening power," she corrected herself.

     "How strong is she?"  Mina didn't like the sound of this.

     "She's leveled city blocks," Umika said hurriedly.  "It looks like she's aiming straight for us."

     The Witch that had been Nanoha gestured with her staff.  Before her, a small energy ball formed.  As the girls in C & C watched, motes of energy from the area were drawn to the rapidly-growing ball.

     "What's she doing?" Mina asked.

     Amy was the first to respond.  "It appears that she's absorbing the ambient magic in the area.  She's not absorbing it from the other girls or the Witches directly; she's just sweeping up the residue."

     "But the residue of all of us combined, Witches and Magical Girls…"  Umika looked aghast.  "It would be like dropping a bomb on the entire town."

     "Doctor!"  Mina exclaimed.  "Can you use the TARDIS shields to protect the town?"

     He shook his head.  "I can't stretch them that far.  And if I give you full power, everyone and everything gets cut off!"

     "What about Miss von Einzbern's ability?" Fuu suggested.  "Her shield could certainly withstand such an attack."

     Mina shook her head.  "No, Chloe can't protect the entire town.  She'll be spent afterwards, too.  There are still too many Witches around and they might swarm her.  No, she has to stay with Plan B."

     _Anyone who can, take down the Witch in front of Walpurgis Nacht_ , Mina thought urgently.

     The first respondent wasn't who Mina anticipated.  An orange-haired girl launched herself with an explosion from her hammer—which also doubled as a grenade launcher.  With an enthusiastic cry, Nora Valkyrie swung her hammer at the Witch.

     She was taken aback when a bubble of force swatted her back.  She sailed back towards C & C, clipping the occasional Witch in her path.

     Then the scenery changed several times in quick succession.  Each time, her speed diminished as gravity took hold for a few seconds.  By the time things stopped spinning, Nora was safely on the ground.

     "Honestly," Kuroko Shirai complained.  "I should be helping fend off Witches from Sissy."  The brunette was straining visibly; Nora was athletic, but she was still heavier.

     "Thanks," Nora said woozily.  She tried not to flop down to the ground.  She was only partially successful.  "That girl's got a really big shield around her."

     "Obviously," Kuroko remarked.  _Does anyone have a plan **other** than a direct frontal assault_ , she asked the network.

_I have one,_ Homura offered.  _Mami, I'll need your help.  Kazumi and Weiss, was it?  We'll need platforms surrounding the Witch.  I need at least two girls who have large-scale attacks._

     _Miss Umi and Miss Hikaru are closest to you,_ Fuu informed her.  _They can aid you._

     _We don't have much time,_ Mina protested.  _We might survive this, but the town definitely won't!_

_Time isn't a problem,_ Homura said.  _Here's what I have in mind..._

They listened to her plan intently.  It sounded good, but it lacked something.

     _I'll finish it_ , Kuroko promised.  _Just give me an opening._

********

     The Witch didn't even blink as glyphs and magical platforms appeared around her.  She was shielded.  There was no way in and only one way out.

A single tear rolled down her face, marring her otherwise determined expression.  If there was any uncertainty or defiance left in her, it had been crushed long ago.

     Her friend was gone, trapped as a Grief Seed in the containment field below.  She knew that her attack would most likely obliterate everything in its path. 

     She couldn't stop.  Walpurgis Nacht wouldn't let her stop.

     The sphere of magical energy was almost complete.  The Witch who had once been Nanoha prepared herself.

     Then, it seemed that she was surrounded for a split second.  It was too fast for her to register fully, but it was as if 16 girls had surrounded her.  They had been on the four platforms, but the glyphs remained unoccupied.

     She blinked in surprise as she heard an odd chorus of voices surrounding her:

     "RED LIGHTNING!"

     "ICICLE BLADES!"

     "TIRO FINALE!"

     Four of each attack came from the points of the compass around her.  The Witch flinched as her shield shattered, but only a minimal amount of the assault came through.  She noticed that those four girls had retreated to where that strange blue box was.  They seemed exhausted for some reason.  They'd all been connected by some yellow ribbons.

     It didn't matter.  The spell was ready.

     She raised her staff high and prepared herself.  She couldn't save her friend.  She couldn't stop herself.  She was the puppet and Walpurgis Nacht was playing her strings.

     "STARLIGHT BREA--huh?" she exclaimed as her staff suddenly fell apart as she struck the ball of magic.  In the moment before the backlash took her, she noticed that her staff had been broken apart by...index cards?!

     She fell, landing hard on a road.  She struggled to get out of the crater, but her body was failing her.

     With a rush of displaced air, Kuroko appeared.  Her young features were harsh and stern as she fanned out several index cards she'd borrowed from Anita.  Then the brunette's expression softened slightly; Nanoha wasn't a threat anymore.

     "Fate..." Nanoha rasped as her body fell apart.  Within moments, there was nothing left but a Grief Seed.

     Kuroko knelt down and gently took the Seed.  She teleported back to the containment circle and reverently placed the Seed within.

     "There you go," Kuroko said softly.  "Together again."  She would never let herself forget that this girl had once had dreams and aspirations. 

     "What just happened?" Kyubey asked, confused.  "How was the shield broken?"

     The Doctor didn't quite grin.  "That was BRILLIANT!" he declared.  "Using Miss Tomoe's ribbons to tie them together, all of them were able to take advantage of her time stopping power!"

     "The acceleration glyphs helped," Homura added.  She wasn't quite as tired as the other three in her group, but she'd never moved so many girls through time like that.

     "This cannot be," Kyubey whispered in disbelief.  "How are you doing this?"

     "Triumph over despair?" the Doctor asked.  "Persevere in the face of overwhelming odds?  Cling to hope in spite of logic saying they should give up?"  He shook his head almost sadly.  "All this time, you've watched them, but you never understood them.  I don't always understand Humans either, but one thing I have learned:  THAT'S WHAT THEY **DO**."

     Homura smiled as Kyubey actually cringed.  She could feel the tide slowly turning.  She could almost see it in her mind, the vision of a new future taking shape.

********

     The conglomeration of metal that had been forming was now taking shape.  Remnants of scrap metal had been magnetically gathered and melted into a javelin the size of a bus.  It had taken the bulk of Pyrrha's concentration to levitate it in place, with Lita providing point defense where she could.  Mikoto would be the one to drive the spear forward.

     Their visors alerted them to the new arrival.  In life, she'd had shoulder-length, aquamarine hair, with an elegant bearing.  Now, she was twitching erratically as she gathered her power.

     "DEEP…SUBMERGE!" the new Witch howled as the blast headed towards the trio.  The watery sphere surged forth, intent on wiping out everything in its path.

     Layers of metallic debris blunted the blow.  Anything that made it past the larger chunks were sliced up by sand-like particles that moved like a whip.

     "Sorry, Michelle," Lita said sadly.  "I know you didn't want this."

     For a moment, the Witch that was Michelle hesitated.  Then she charged forward, screaming incoherently.

     Metallic debris clumped around the Witch.  Small bits attached themselves at first, hobbling her mobility.  Then larger chunks introduced themselves, trapping her.  The Witch howled as the last bits sealed her off.  The conglomeration fell solidly onto the ground.

     The trio prepared themselves.  They knew that this wouldn't stop Michelle for long.

     With an ear-splitting screech, the debris started crumbling from within.  Then jets of water punched through like a high-pressure water cutter.

     "That's not going to hold long," Lita observed.  "What should we—?"

     "I'll take care of this," Mikoto said firmly.  "On three, you and Pyrrha drop the debris and concentrate on the spear."  She dug into a pocket and took out a simple arcade token.  Electricity arced around her as she prepared herself.  "She's mine."

     Pyhrra and Lita shared a quick look.  Mikoto might have been petite in comparison to them, but she was also a natural leader.  When she spoke, people listened.

     "One, two, THREE!" Mikoto yelled as a five-foot column of electricity filled the space between her and the Witch.  Michelle burst forth from the debris, only to meet the discharge head-on.  The air was filled with sizzling and unearthly shrieks as Michelle was blasted into a building.  The Witch went limp and fell, landing hard on a car.  Almost comically, the car alarm went off.

     The Witch twitched and convulsed as the residual shock arced over her.  She saw Mikoto approach her, her pace steady and determined.

     "Stay down," Mikoto warned her.  "If you can, just stay down."

     Michelle managed to get herself upright.  She was still twitching from the blast, but her expression looked almost sad.  For the moment, Mikoto could imagine their roles reversed.

     "I…" Michelle said unsteadily.  "I…CAN'T."  She lurched gracelessly away from the car and offhandedly ripped out the alarm.  "I can't stop," she finished, tears formed at the corners of her eyes.

     "I'm sorry," Mikoto said quietly.  Then she raised one arm and aimed, the coin resting on her thumb.

     The lucid moment was gone, and Michelle shrieked as she launched a water jet at Mikoto.  Even with the shields, the brunette would have taken major damage.

     The jet didn't reach her.  Instead, the stream was split in two as Mikoto launched the coin at Michelle's heart—at roughly three times the speed of sound.  The cutting water passed to either side, barely grazing Mikoto's shield. 

     Michelle didn't have time to react.  One moment, she was attacking; the next moment, her body had started to collapse because of the massive amount of damage she'd taken.  In moments, there was nothing left but Michelle's Grief Seed.

     _Kuroko_ , she thought solemnly, _I've got a pickup here._ There was no triumph in her tone.  There was only a sort of sad resignation.

     The twin-tailed teleporter appeared with a puff of displaced air.  She knelt down and picked up the Grief Seed with care.

     "Sissy, are you--?" she asked quietly.

     "No," Mikoto replied with a grim smile on her face.  "But I've never let that stop me before."

********

     Walpurgis Nacht roared as her strongest puppets had been taken away.  She had never been stopped before! 

     In the jagged, chaotic wasteland that comprised her madness, images flashed by.  The screams of her puppets has been silenced, leaving her with only her own thoughts. 

     To the Witch's sight, the Magical Girls shone brightly.  They were like stars against the dark background of the world.  No, they were more like candles or lamps lighting a dark room.

     Walpurgis Nacht let out a screech as the image of a room filled with lamps crossed its mind.  It was familiar and unfamiliar at the same time, a random memory from an unwilling partner.

     The Witches that surrounded her twitched in sympathetic agony.  The more humanoid of them clenched their heads.  Others simply screamed along with their puppeteer.  Still others grabbed debris from the wreckage and pummeled themselves.

     Disorganized and frenzied as they were, the Witches were whittled down by the Magical Girls.  One by one they went down, their Seeds transported to the containment circle.  That one moment of insanity had cost Walpurgis Nacht her thralls.

     The Magical Girls shook themselves out of their battle-induced haze.  The giant Witch had been deprived of her defenders.  She was alone, but they didn't allow themselves to feel triumphant just yet.

     "I'm reading only two Witches left," Amy reported.  "I don't think that we can separate them."

     "Two?" Mina asked.  "Can we tell who they are?"

     Umika shook her head.  It was one of the few times that her book had failed her.  "They're melded on a deeper level than the other Witches.  It's hard to tell who was who."

     "This appears to be our best chance," Fuu reminded them.  "Even deprived of the other Witches, Walpurgis Nacht is still a danger."

     Mina frowned.  Then she looked at the Doctor.

     "There's something blocking me," he said, clearly frustrated.  "I can't tell who she was."

     "MA.  DO.  KA.  STOP…" Walpurgis Nacht called out.

     Everything seemed to freeze.  Even the Magical Girls who were attacking the giant Witch paused.

     At that moment, the Doctor regretted leaving the translation circuits on.  There were very, very few Magical Girls who even knew of Madoka.  There was also a vaguely familiar cadence, a hint of a voice that he knew within the distorted ramblings.

     "Me?" Madoka asked timidly.  "What did I do to you?  How do you know me?"  She shook as she raised her voice.  "Why are you here?!"

     The mass that was Walpurgis Nacht actually hesitated.  It was as if she was trying to remember something.

     "STOP.  MADOKA," the giant Witch boomed.  "MUST.  STOP.  MADOKA!"

     "Stop Madoka?!" the Doctor asked.  "Why?!  What's she going to do that you have to stop?!  Tell me!" he demanded.

     The Witch paused.  Then it let out another spine-jolting shriek as it flailed, wrecking what was left of the stadium.  Oddly enough, it seemed to be concentrating on one person:  Homura.

     "YOU FAIL," the Witch boomed.  "FAIL AND FAIL AND FAIL AGAIN!"

     "How do you know that?!" Homura yelled, dodging an attack. "How could you possibly know that?"

     The only answer that the Witch gave was another shriek.  Then it was followed by what seemed like mad laughter.

     Homura jumped onto some magic platforms, only to have them smashed moments later by the thrashing Witch.  The assembled Magical Girls let loose what they could, trying to distract Walpurgis Nacht.  Now that the Witch's army had been subdued, she was now the sole target of the onslaught.

     Every time a Magical Girl landed a solid hit on the Witch, her dark flesh sizzled and burned briefly.  Then the wound healed moments later, sprouting new limbs.  The Witch's initial, gear-like appearance was rapidly distorting.  She was becoming unstable, unpredictable—and perhaps, more dangerous without her attendants.

     In C & C, the girls there worked overtime coordinating the Magical Girl Army.  Umika frowned as she flipped through her book.

     "I can't find her weak spot!" she exclaimed, clearly frustrated.

     "She's healing almost as fast as we can inflict damage," Amy reported.  "None of the other Witches demonstrated this ability."

     "She's supposed to be the ultimate Witch," Fuu commented.  "As such, the poor girl is the embodiment of despair and helplessness.  It would only make sense that she could persevere like this."

     Mina weighed her options.  Given enough time, the Army could wear down the Witch.  However, the likelihood of girls getting hurt, maybe even killed, was far greater.

     Despite the cacophony and the chaos outside, everyone in C & C heard a persistent clinking sound.  For a brief moment, they turned as one to the containment circle.

     The Grief Seeds were knocking themselves against the circle.  Any other time, it would have almost comical to see them rolling around on their own.

     There were only two possibilities:  The Grief Seeds were trying to get out on their own, or Walpurgis Nacht was summoning them back. 

     They were running out of time.  Mina didn't want to think about what would happen if the Seeds were reunited with the colossal Witch.

********

     Shuddering with each new death it felt, Kyubey knew that time was running out.  The harvest had to be completed, but that goal was in danger.  The unity of thought had been a harmony few could understand.  Now, all that the hive-mind broadcasted to Kyubey was pain and death. 

     Something had to be done.  Kyubey could not physically stop a Magical Girl.  Neither could the creature simply immobilize the Magical Girls through their Soul Gems.  The Incubators had not anticipated the possibility that Humans could coordinate themselves in such dire times.

     That coordination is the key to their success, Kyubey realized.  If they were scattered and disorganized, that would give the Witch an advantage.

     There was one thing that the Magical Girls had overlooked:  Kyubey could access their network.  Normally, it would be a simple matter to override it.  However, with the homeworld's current situation, it simply didn't have the brainpower to do so.  There was only the endless cycle of slaughter and rebirth, only to be slaughtered again.

     An idea occurred to Kyubey.  If it were to seize the necessary processing power from those on the homeworld, it would be a simple matter to shut down the offending network.  And, since all Incubators were the same individual in different bodies, there would be no room for argument, nor any need for discussion.  The harvest was the highest priority, the most overriding thing.

********

     On their world, the Incubators froze as the hive-mind was overridden.  The Emissary on Earth had seized control for a brief moment.  This left the rest of the Incubators without enough brainpower to resurrect—at least, not intact.  Malformed versions of them appeared as they flopped to the ground.  Some had been created without vital systems.  Others were simply missing limbs.

     To the Incubators, prioritizing one above all was a clear sign that a malignancy had set in.  The Doctor may have fractured their perfect communication, but it was one of their own who took the initiative.  It was a betrayal that had struck deep.

     The Sontarans didn’t care.  It wasn't something they would note as being terribly interesting.

********

     The Doctor's eyes widened as he sensed the change in Kyubey.  The Incubator wasn't shivering quite as much, and there was a malicious look on its face.

     "What--?" he asked, but he was too late.

     Every Magical Girl felt as if a cold spike had been driven down their spines.  Then, there was the sound of feedback and static as they were driven to their knees.  Some of them fell in mid-jump, only to be slammed by the tentacles coming from the giant Witch.

     _I had not anticipated your ability to coordinate_ , Kyubey thought with undisguised sarcasm.  _What was given can be taken away._   _Now_ w _hy don't you all DIE for the SAKE OF THE UNIVERSE, like GOOD little girls?_   Kyubey taunted them through the network.  Every Magical Girl cringed as feedback screeched in their minds.

_Right.  Earring. **NOW!**_ Mina mentally "screamed" as she tried to get through the mental static.

     Almost as one, the Magical Girl army fumbled for their right earrings.  As they touched it, the telepathic network shut down.  Then the earring itself transformed into a headset with a microphone.

     "Secondary network online," Umika reported.  "I'm locking out the telepathic network."

     "Setting up the group channels," Amy added.  "They should be on your station," she nodded to Mina's screen.

     The blonde nodded.  "Everything looks good so far.  Everyone, let me know that you've switched over."

 

     "You anticipated this action?" Kyubey asked.  "How could you guess that I would do this?"

     "We've had time to look a gift horse in the nose," Mina said.

     "The phrase is `gift horse in the mouth,' Mina," Amy corrected her.  She was used to Mina's malaproperisms.

     "That too," Mina added quickly.  "We figured that you wouldn't kill us and you wouldn't turn us back into ordinary girls.  That left the possibility of you messing with the telepathy in the Soul Gems.  Dad always said to have a backup plan, just in case."

 

     Everyone was thankful that the shield around the TARDIS was intact.  However, the same couldn't be said for the containment field that held the Grief Seeds.  Dark power welled up within, and a vaguely humanoid shape formed.  The collective power of over 900 Witches pounded frantically on its prison.

     "NO!" the Doctor exclaimed.

     "Yes," Kyubey said with clear malevolence.  "You should have fed the Seeds to me.  Had that been part of your plan, you might have succeeded."

     "We're losing the containment field!" Umika reported.

     "Can we keep them from reuniting?" Mina asked.

     "We have a more pressing issue," Fuu reminded her.  "We can't repel this collective.  If all of them get loose, with everyone inside--"

     "—then we lose C & C," Mina finished grimly.  "Can we vent the field, maybe allow a controlled escape?"

     "There's no way of knowing how fast they'll go," Amy reported.  "Even the Search and Rescue girls might not be able to intercept them if they're being drawn in."

     Mina frowned.  "Can we create another containment field and link it to the one we have?  Maybe we can have the Seeds juggling back and forth, keep them off balance?" she suggested.

     "It would take too long to generate another circle," Umika said, shaking her head.  "And we definitely don't want these to reunite with Walpurgis Nacht."

     "Whatever will you do?" Kyubey taunted them, though there was a quaver in its voice.  "You cannot contain the Seeds.  You cannot control them.  You are unwilling to either destroy them or surrender them to me.  Your emotions do not allow you to make the difficult decisions."

     Everyone in C & C glared at the Incubator.  It seemed unaffected, except for the constant trembling. 

     Then Mina smiled.  It was enough to further unsettle Kyubey.

     "How can you smile in this situation?" Kyubey asked.  "By my past observations, girls like you should be shaking with fear.  What answer could you possibly have for this difficult situation?"

     "It's not that difficult," Mina said calmly.  "Actually, it's pretty simple."  She toggled a control to broadcast an all-call on the backup network.  "Everyone, this is Mina.  Deep freeze—repeat, DEEP FREEZE!  Clear out now!"  She switched the comm to Ellie's frequency.  "Ellie," she called into the backup comm, "do it."  After a moment, she switched channels to Mikoto and her group.  "Mikoto, fire away!"

     Within her dome of snow and ice, Ellie's eyes snapped open.  The snow vanished, and she let loose a blast of ice that streaked towards the Witch.  In less than a second, it had traversed the distance and encased Walpurgis Nacht.  The Witch's protests were silenced as its temperature started falling to just a bit shy of absolute zero.

     Mikoto, Lita and Pyrrha concentrated.  The "spear" that they'd formed from metallic debris launched itself.  The air scorched in its wake as it accelerated to several times the speed of sound.

     Just before the spear would have shattered the Witch, the impossible happened.  It was impossible because precisely one Magical Girl had obtained that particular power.  No Magical Girl had precisely the same abilities as another.

     Within its icy prison, the core of Walpurgis Nacht glowed purple.  Then the impossible became the inevitable.

     One moment, the Witch was facing its doom.  The next, it had shifted several blocks closer to the TARDIS.  The spear had missed it entirely, shattering only an outer shell of ice.

     The Doctor and Homura knew that sensation.  They both grew pale as they realized something:  For a brief moment, time had stopped.

     "It can't be," the Doctor muttered to himself.  "It just can't be!"

     "What?" Donna demanded.  "What's wrong?"

     The Doctor pulled out what looked like a pair of 3D glasses.  He placed them over his own glasses and scanned the battlefield.

     Two figures stood out:  Homura and the nucleus of Walpurgis Nacht.  Both of them were surrounded by glowing particles.

     "Doctor!" Donna exclaimed.

     "This is more serious than I thought," he said grimly.  "All this time, I thought that Walpurgis Nacht was one of the girls that I missed.  It's worse than that."  He handed her the 3D glasses.

     "Okay, what am I looking—oi, you've got these weird dots all around you!" she exclaimed.  "What is that stuff?"

     He urged her to keep it quiet.  "That's background residue from the Void—the space between dimensions," he explained in a hushed voice.  "I have it because I've traveled to alternate worlds and some of it clung to me."

     "Is it dangerous?" she asked.

     He closed his eyes as the memories threatened to overwhelm him.  It had been years since the battle of Canary Wharf, but it still seemed fresh in his mind.

     "No," he said finally, "not now.  But the thing is, only people who have traveled to alternate worlds have that sort of residue on them."

     "Like Homura," Donna said heavily.  "Who else has this Void stuff?"

     He said nothing.  Instead, he angled his gaze to the dark form of Walpurgis Nacht.  With an effort, Donna made herself look at the enormous Witch.

     Within that dark, massively twisted form were two figures merged together in a way that she could barely comprehend.  One figure kept the other restrained, limbs sprouting and receding in a manner only vaguely following Human anatomy.  Every once in a while, a head formed and tried to scream, only to be forced back into the main body.  The merged duo was saturated with Void particles, far more than what surrounded the Doctor.  The particles that surrounded Homura were on a level somewhere between the Witch and the Doctor.

     Donna tore off the 3D glasses.  The implication was clear:  Walpurgis Nacht wasn't from around here.

     "Who—who were they?" she asked.  She had to take a few breaths to steady herself. 

     "I can't tell," the Doctor admitted.  "The best we can hope for is that, somehow, we can release them from that torture."

********

     Kyubey's head deformed as, once again, it called upon the brainpower of the hive-mind.  There was only one satisfactory outcome to be had.  The Grief Seeds had to be released.

     A tiny hole the size of a fist appeared in the containment field.  Just outside, the TARDIS shields grew thin and weak at the point closest to the Seeds.

     The Doctor blinked as he felt that something was off.  Granted, a lot of things were off on the outside of the shield, but—

     His train of thought was derailed as Walpurgis Nacht let out another, spine-chilling scream.  Then it glowed purple and there was a burst of energy that flew at them.  Thankfully, most of the Magical Girls had cleared out, but a few were tagged by the edges of the blast.

     The TARDIS shields took the blast head-on.  It wasn't quite as bad as if, perhaps, Nanoha had finished her attack, but it was still devastating.  Concrete and buildings crumbled around them.

     The TARDIS shields failed in one spot, the area that Kyubey had been weakening.  Even the Witch's final attack, by itself, couldn't have breached them.  However, with the Incubator's interference, the path was open.

     "NO!" the Doctor cried out. 

     "The containment field's been breached!" Umika exclaimed.  Beside her, the Grief Seeds surged like a wave, knocking against the walls of the field before they flew out.

     Mina's expression darkened.  With murder in her blue eyes, she pointed a finger at the shivering Incubator.  Golden energy gathered there, waiting to be unleashed.

     The Doctor shook his head.  Now was not the time.

     The glow at her fingertips faded as she made a fist.  She turned back to her control panel and started work the comms.

     "Breach protocol," she said harshly, "I repeat, we are now on breach protocol!  Ilya, Miyu, I need barriers as close to C & C as you can make them!  Chloe, herd them as close to their barriers as much as you can, but DO NOT destroy the Seeds!"

     "Easier said than done," the tanned, pink-haired girl muttered.  Her double swords flashed at the dark stream of Seeds.  It took a lot more restraint to NOT cut them than it would have to just smash them.

     Her sister, her pale skin a contrast to Chloe's own tan shade, aimed her wand.  Star-shaped bolts of magic blanketed the area.  Miyu did the same, and the bolts converged into a single barrier.

     "We're working on repairing the containment field," Mina reported on the comm.  "Just keep those Seeds away from--"

     She didn't get a chance to finish her sentence before a tentacle of dark substance lashed out from the Witch.  It slammed heavily against the barriers, hard enough to crack them.  Miyu took a swipe at the tentacle, dodging this way and that on some temporary platforms.

     "Where's Search and Rescue?!" Ilya shouted.  "We can't hold out for much longer!"  She patched the cracks with her wand, but the repairs wouldn't last.

     Suddenly, the air was filled with purple blasts of energy.  They struck the merged barriers, cracking them even more.  The tentacle that Miyu had been fighting gained a more human form.  It was of a slender girl with a pageboy haircut holding some sort of polearm.  Unlike the other Witches, she was still connected to the main body of Walpurgis Nacht.

     Miyu's visor couldn't identify this Witch.  There was no clue in the database that C & C had compiled.

     "Who are you?" Miyu demanded as she blocked a strike from the wicked-looking polearm.  She wasn't sure if it was a halberd or a glaive; all she knew was that it was most likely lethal. 

     The new Witch's face contorted.  Purple eyes twitched spasmodically as, for a moment, she seemed to consider the question.  She looked fearfully at the dark tether that linked her to the main body of Walpurgis Nacht.

     "Help..." the Witch rasped out.  She once again jerked her gaze to the tether on her back.  Tears formed as she looked at Walpurgis Nacht with undisguised panic.

     Miyu understood and aimed her staff at the tether.  She charged up for a full power shot as Ilya kept patching the barriers.  One fewer Witch meant that Walpurgis Nacht was that much weaker.

     The moment passed as the Witch spasmed and jerked.  Reluctantly, she raised her weapon high and brought it down.

     Chloe was there to intercept the blow, just as Miyu blasted the tether.  The unnamed Witch screeched in pain.  It wasn't the reaction that either of them had been expecting.

     The ground rumbled as the giant Witch threw chunks of debris, cars, and anything else it could use against the barrier.  She even used a swarm of tentacles while pulling in the smaller Witch.

     "MINE!!!" Walpurgis Nacht declared in her distorted voice.  "ALWAYS MINE!  NEVER EVER EVER LET HER GO!"

     It was a sight that would haunt everyone, even on top of the horrors they'd already seen.  The Witch had been simply dragged back into the substance of Walpurgis Nacht, screaming the entire time. 

     "I can't hold them back!" Ilya exclaimed as the Grief Seeds slipped through her barrier.  "They're getting through!" 

     Chloe frowned.  Then she called up the comm channel.

     "The Grief Seeds can't be contained," she told C & C.  "Permission to use Blade Storm."

     There was a tense silence as Mina thought it over.  They didn't have many options.

     "Do it," Mina said over the comm.

     "Everyone, stay back," Chloe warned the others on the general channel.  "Ilya, Miyu, I'll need your strength."

     "You've got it," Ilya said quietly, taking one of Chloe's hands.  Miyu said nothing, but nodded as she took the other hand.  

     "I am the bone of my sword," Chloe whispered among the cacophonic laughter.  "Steel is my flesh and fire is my blood..."

********

     "What's she doing?" Donna asked.  "They're just hovering there!"

     "Chloe is...special," Fuu replied.  "All Magical Girls can carry items within a kind of dimensional pocket.  She is the only one who can manifest that pocket in a sort of mindscape.  She calls it her `Reality Marble.'"

     "But what's inside her mind?" Sayaka asked.

     "The means to protect her loved ones," Umika answered.

********

     "I have created over a thousand blades," Chloe continued,   "untainted by despair, unlifted by hope.  I have withstood pain to create many weapons, waiting for the promised day."  She paused and smiled at the two holding her hands.  "I have no regrets.  I will protect those I love.  My whole life was unlimited blade works."

     The landscape changed with a roar of fire.  The ground was barren and cracked, and the stink of iron filled the air.  In the amber sky above, two gears rotated.  The land was littered with swords of all kinds.

     "Homura, grab whatever you can," Mina said.

     "Why?" the brunette asked.  She was still recovering from the effects of attacking Nanoha.

     "If you don't, there won't be anything left to grab.  We need someone to take care of the Witch's blind spot."

     Homura thought about it and nodded.  Then she touched her shield and vanished.  A second later, a path had been cleared in the field of swords.  She prepared herself for the right time.

     There was a puff of air as Mikoto, Pyrrha and Lita were teleported closer to C & C.  Much like everyone else, they were a little disoriented at the change of scenery.

     Then the trio realized what Chloe had done.  She had provided them with the means to cut loose.

     "Everyone, get clear!" Mikoto called into her comm.  All around her, swords were magnetically lifted from their resting places.  They swirled about, then righted themselves towards Walpurgis Nacht.

     Miyu and Ilya were quick to comply, guiding Chloe out of the line of fire.  The tanned, pink-haired girl didn't respond.  She was too busy concentrating on maintaining their surroundings.  They were barely out of the path when a thousand electrified swords streaked towards the Witch.

********

     "Okay, that's pretty awesome," Sayaka admitted.  "So why wasn't this Plan A?  I mean, the girls aren't going to run out of power, are they?"

     "Not anytime soon," the Doctor acknowledged as he glared at Kyubey.  Donna had been quick to stomp on the Incubator's tail as soon as she realized its sabotage.  "Unfortunately, it's very mentally draining.  She can't keep it up for long."

     "Why not?" Madoka asked.

     "Try to imagine having an argument with someone stubborn," the Doctor began.  "You're trying to get them to share your viewpoint of the world.  Well, that's what Miss von Einzbern is trying to do—imprint her viewpoint, her personal reality upon the world."

     "So, how long can she keep it up?" Sayaka asked.

     The Doctor and Donna shared a very uncomfortable look.  They never expected Chloe to have to use her ability.

     "Assuming that her shield screens out the worst of the psychic pollution, she can keep this up for 10 minutes.  That's the best case scenario," the Doctor said.

     "What's the worst-case scenario?"  Sayaka had a feeling that she wasn't going to like the answer.

     "Three minutes," the Doctor said, clearly uncomfortable.  "It won't come to that, though.  Her shields are at—"

     "75 percent and holding," Umika reported.  "The other girls are keeping them out of the line of fire."

     "Even so," the Doctor continued, "the strain is enormous.  Chloe is hanging on by the proverbial skin of her teeth."

********

     Mikoto, Lita and Pyhrra gritted their teeth.  It wasn't easy sending so many objects flying.  They all had to coordinate with each other on just the right amount of force from each of them.  With the telepathic network down, it was much harder to do.

     Pyhrra noticed a streak of red among the rain of steel.  It embedded itself in the ground next to her.

     "You'll need this for later," Chloe's voice came over the comm.  "You'll know when to use it."

     Tentatively, Pyrrha grasped the crimson object.  Ornate markings were carved into the surface.  It was a spear, but not just any spear.  Memories of battles flooded her mind for a moment, overwhelming her.

     She sagged to her knees and gasped for breath.  The spear that she held was none other than the signature weapon of Cu Chulainn--or, at least, a very good reproduction of one.

     "Are you all right?" Lita asked.

     Pyrrha smiled as she got up.  She whirled the spear as if it had been forged for her.

     "Never better," the redhead replied.  "I never thought I'd be holding something like this.  Chloe's been a busy girl in the library."

     Any further conversation was cut short as the Witches started to swarm.  They, in turn, were cut short by the storm of electrified blades that went through them.  Every time a sword was plucked from the ground, another took its place.

     Walpurgis Nacht was being shredded.  Her Witches and Familiars were sliced to ribbons.  Even after a maelstrom like that, the giant Witch was still going.  She had deformed even further, a shambling dark mass.  Even the Familiars that she commanded were losing their shape.

     "Why keep going?" Homura asked as she kept attacking.  "Why don't you admit that it's time to stop?  Why don't you JUST LET IT GO?!"

     Walpurgis Nacht paused.  "YOU.  FIRST."

     Homura grimaced.  The pieces were falling into place.  The Witch had provided some clues as to who she was, but it wasn't enough.  The Witch's identity hadn't quite hit her yet.

     "Anyone who doesn't want to be hit," Mikoto said over the comm, "get clear from her!" 

     Homura and the other girls quickly complied.  Moments later, lightning blanketed the Witch, arcing over the embedded swords.  The stench of burning flesh mingled with the stink of hot iron as the Witch was electrocuted.

     Mikoto and Lita sagged to their knees.  They'd taken their best shot and it just made the Witch angrier.  They were teleported away as Chloe's group moved between the Witch and C & C.

     Pyrrha plucked the spear from the ground and prepared herself.  She paused when Chloe's voice came over the comm.

     "Not yet," she said.  "Now it's my turn."

     Every sword that was still embedded in the giant Witch began to glow.  Thousands of them exploded almost simultaneously.  Holes the size of cars were gouged in the substance of the Witch as she shrieked.

     The unstable mass shifted to a vaguely humanoid form.  The wounds were beginning to close, but it would take a few moments.

     "Got your attention, didn't I?" Chloe asked almost blithely.  "I did that."

     A tentacle lashed out at the trio, but it was blocked by a barrier.  The offending limb recoiled as it was burnt.

     "You're the ultimate Witch, huh?" Chloe said harshly. "Give me your best shot.  Do you have enough despair to take us down?"

     Walpurgis Nacht roared.  "DIE DIE DIE DIE DIE!" she exclaimed, her voice horribly distorted.  Her dark form seemed to shrink slightly, as if she were gathering her strength.  A sickly purple miasma filled the air.

     Chloe tried not to gag.  The area had been stripped clean of blades.  Whatever hadn't survived the assault with Mikoto, Lita and Pyrrha had been given to Homura.  There was one item that she kept, and she would need it very soon.

     Even with her sister and Miyu supporting her, this would most likely be Chloe's last shot.  The strain of maintaining the landscape was starting to show.  One way or another, they would be transported back to Mitakihara after this.

     The Witches that surrounded Walpurgis Nacht were forcibly absorbed back into its body.  The purple energy intensified, then was released right at the TARDIS.   

     "Rho Aias," Chloe whispered.

     A flower-like shield of seven, glowing pink petals appeared before them.  It expanded to cover what would have been a city block, more than enough to protect everyone.

     Unseen by almost everyone, Homura hopped onto one of the few platforms that hadn't been smashed.  Reaching into her shield, she pulled out one of the swords that Chloe had insisted she take.  Everyone's attention was on the standoff between Chloe's shield and the Witch's energy blast.

     She rotated her shield and seemed to vanish.  A moment later, she reappeared next to the TARDIS.  The Witch screeched as thousands of sword wounds appeared on its back and sides.

     This didn't weaken the attack.  If anything, it seemed to get stronger, pushing Chloe and her teammates back.  One petal of the shield burst.  Then another gave way.  The assault was relentless as the Magical Girls could only brace themselves. 

     Six petals were gone now, and blood trickled from Chloe's nose.  Gashes and other wounds had appeared whenever a petal had ruptured.

     Then, Walpurgis Nacht fell silent.  The insane laughter was replaced by labored breathing.

     "Let it loose," Chloe croaked into the comm.

     "I'm not sure if this will work, but…"  Pyrrha reared her arm back and threw the crimson spear at Walpurgis Nacht.

[](https://www.flickr.com/photos/18278957@N04/27783078280/in/dateposted-public/)

     The spear veered left and right at impossible angles, dodging the remaining bit of Rho Aias.  Then it streaked right to the heart of Walpurgis Nacht.  The spear had already found its target; being thrown was just a formality.

     Homura fought off a wave of nausea as the spear struck home.  It hadn't been from the screams that Walpurgis Nacht let loose, though they were a contributing factor.  All the times that Homura had rewound time must have left her more sensitive to similar phenomena.  The spear's attack was wrong on a basic level.

     In C & C, the Doctor grimaced.  Time and space were already being bent in ways that few could imagine.  This was just the icing on a very warped, highly unstable cake.

     The shield faded as Chloe's concentration broke.  The landscape shifted from the barren wasteland to the slightly more organized chaos of Mitakihara.  Within moments, she and her group were teleported to C & C for healing.

     "I don't think I can do that again," she rasped.  She punctuated that by coughing raggedly.  Beside her, Ilya and Miyu were barely on their feet.

     "You were brilliant, Chloe," the Doctor reassured her.  "You were absolutely brilliant."

     The stricken Magical Girl gestured for him to come closer.  Concerned, he did so—and was taken aback when she gave him a peck on the cheek.

     "Always wanted to do that," she remarked with a pained smile.

     "NOT...ENOUGH..." the Witch rumbled.  Her twisted form had collapsed to just over 12 feet tall.  Gaping wounds started sealing themselves.

     "Please tell me that you've got a plan C," Sayaka said, more than a little afraid.

     "'Course I've got a plan C," the Doctor said, his breezy tone forced.  "I'm just not sure what it is right now."  It was a humbling thing to admit.  He was over 900 years old, had faced monsters from beyond, and now he was fumbling for an answer.

********

     Madoka fumbled with the hem of her skirt.  Her friends were fighting, getting hurt, perhaps even dying.  She was being kept safe, like some treasured doll on a shelf.  She wanted all of this to stop, to have everyone safe.  The only possible way she could think of was to make a wish with Kyubey.

_With the power you hold, any wish you desire will be granted,_ the memory of Kyubey's voice said.

     _Well, it's not like anybody ever said, "hey, let me have my wish, but when I want to and how I want to,"_ Donna's voice countered in Madoka's mind.

     _Any wish_ , Madoka thought as she looked at the stricken Magical Girls.  They were worn down, but they wouldn't give up.  They would never give up hope.  _Any wish I want, however and whenever I want._

     "I'm plan C," she announced with a confidence she didn't feel.

     Everyone looked at Madoka in shock.  They hadn't expected her to speak up, especially not with such steadiness in her voice.

     "Finally, you've realized what is necessary," Kyubey said with no small amount of relish.  "Do you intend to make a wish?"

     Homura turned pale.  "Madoka, don't do this," she didn't quite babble.  "We can stop Walpurgis Nacht.  We can figure out a way."

     "We ain't done yet," Kyouko said roughly.  She planted the butt end of her spear and straightened up.  "I'm not gonna lose another friend!"

     Mami gently touched the pink-haired girl's shoulder.  "Don't," she pleaded with her.  "You've seen how every wish the Incubators grant ends up."

     Sayaka opened her mouth to say something.  She was not going to let her best friend sacrifice herself.

     She was stopped by a certain something in Madoka's eye.  It was a hint of triumph, of confidence born of figuring something out.  In her long friendship with Madoka, those moments of brilliance had never been wrong.

     The blue-haired girl eyed her friend cautiously.  "You've got something in mind, don't you?"

     Madoka nodded, but didn't say anything.  This was the biggest gamble of her life.

     "Madoka," Homura said tearfully.  "I want you to be safe.  I want this cycle to end.  How will going to Kyubey make that happen?!"

     Madoka's smile was gentle and serene.  "Because I believe in hope," she said quietly.

     "VOICEPRINT AND PASSCODE RECOGNIZED," came a voice from the Doctor's pocket.  "PREPARING FOR FINAL PROTOCOLS."

     "What?" the Doctor breathed as he dug out the box that contained the hope diamond.  He yelped in surprise as the box opened and the hope diamond leapt out.  It sped towards Madoka and Kyubey scampered to intercept it.  The shuddering Incubator leapt into the air and opened its mouth wide.  It had almost swallowed the blue gem when it stopped short.

     Donna had grabbed Kyubey by the tail.  She held the Incubator at arm's length and frowned.  The creature flailed helplessly as it tried to gain some purchase.

     "No, I don't think so," Donna said sarcastically.  "You've had your way for too long."

     The diamond continued on its way to Madoka’s waiting hand.  As she caught it, she noted that the diamond was warm.  She almost dropped the gem, however, when a projection appeared before her.

     The image was of a slender man dressed in humble clothing.  His age could have been anywhere from 20 to 40 years old, but it was hard to tell.  He was roughly the Doctor's height, with short hair that seemed almost military in cut.  The projection looked directly at her and smiled.

     "Walker," the Doctor breathed.  "Walker Santos."

     "Indeed," the projection nodded.  "Madoka Kaname, if you are seeing this projection, then this means that the Doctor has completed his part.  Now, I must ask you to do yours."

     "What do you mean?"

     "While it is true that you could gain great power by contracting with the Incubator, it is very likely that you would sacrifice your very existence as an individual.  The way that wishes are granted, they are a balance of hope and despair.  In that way, your wish is limited."

     "And there's another way?" Madoka asked.

     The projection nodded.  "If you were to unbalance the scales, to absorb a great amount of hope--you could take total control of your wish.  Combined with the power within you, you could accomplish miracles."

     "Don’t listen to him, Madoka!" Kyubey exclaimed.  It squirmed and flailed helplessly.  There was genuine panic in its voice.

     The projection of Walker Santos eyed Kyubey with something akin to pity.  It was the look that a parent might have given an errant child.

     "Incubator, your race could have done so much.  Now, were you to have your way, my future would be endangered.  This world and these people are full of such wonder and potential, and you just see them as an energy source.  You see Humanity as merely a herd of lower life-forms, a degenerate race."

     "What we have done, we did for the future!" Kyubey insisted, all the while trying to get out of Donna's grip.  It would have been almost comical if the circumstances weren’t so dire.

     "Yeah, but whose future?" Donna asked archly.  "Yours or Humanity's?"

     "Does it matter?" Kyubey countered.  "There are greater things than just one world, one species.  In the larger scheme, one world will not be missed."

     The Doctor tried very, very hard not to flinch.  He was mostly successful.

     "Right, so if blowing up your world would save the universe, you'd be all for it?" Donna asked.  Then she realized the company she was in.  "Sorry about that," she said to the Doctor.

     "No, no," he said wearily.  "It's a valid scenario."

     "That hypothetical situation is not germane to where we find ourselves," Kyubey said shakily.  "It is simply a matter of needs, one against the many."

     "It isn't about the numbers," Fuu said sternly as she healed the girls in her care.  "It is a matter of worth, of value, and of things you cannot or will not quantify."

     Ilya raised her head, obviously fatigued.  "Papa used to believe…that you had to kill one to save many," she said wearily.  "He stopped thinking of people as people.  He thought of them as objects.  He was wrong."

     "I know that sometimes, sacrifices have to be made," Chloe rasped.  "If you just think like Papa did, you lose yourself."

     "We ain't cattle," Kyouko interjected.  "We ain't mindless creatures for you to mess around with.  And if you think losing one person doesn't matter, think again.  It hurts like Hell."

     Kyubey tilted its quivering head.  "I truly do not understand what you are saying.  This sentimental attitude is most likely what hinders all of you.  On another subject, even if it were possible to absorb hope as an energy source, the most likely outcome would be loss of self."

     "Now, it's you who doesn't understand," the projection sighed.  Then he turned to Madoka.  "Madoka Kaname, you must believe in the potential that hope brings.  In your heart, you must believe that all will be well.  Do you believe this?"

     The pink-haired girl closed her eyes for a moment.  When she opened them, they were clear and free of doubt.

     "I believe it," she said firmly.

     The projection of Walker Santos nodded.  Then the world seemed to explode in royal blue.  It forced Kyubey away and the Doctor threw an arm before his eyes.  Donna peered through the intense light and could barely make out Madoka’s petite figure.

     For a moment, the Doctor was somewhere else.  In the blue light, he saw himself at the TARDIS controls.

     _"You might say that I've been working at this…all my lives," he heard a voice—his, but different—over the comm._

_"Do it, Doctor.  Just do it," the voice of the War Council leader pleaded._

_"Okay," his unfamiliar self said, his voice cracking slightly.  "Gentlemen, we're ready."_

_He saw his hand move towards a lever.  He "knew" that whatever they had to do, it had to be done simultaneously.  Nevertheless, he and the others steadied themselves to accomplish the impossible._

_"GERONIMOOOOO!" his other self yelled._

_Well, he wasn't going to be shown up by him, now was he?  With an enthusiastic push of the lever, he yelled "ALLONS-Y!"_

_"Oh, for God's sake," a gravelly voice grumbled.  "GALLIFREY STANDS!"_

     For a moment, the Doctor stood transfixed at the image.  Then the moment was gone—and with it, the memory of what had inspired so much hope.  He only knew that somehow, sometime in his future, he would accomplish the impossible.  He knew there was hope for the future.

     Then the light faded, and Madoka was glowing blue.  She still looked the same otherwise.  There was an oddly sad smile on her face.

     "How can you call them degenerate," the Doctor whispered, "when they can do THIS?"

     "NOOO!" Kyubey screamed.  Raw, naked fear and anguish played over its formerly expressionless face.

     "I can hear you," Madoka said softly.  "I can see the wonderful person you once were."

     "Who are you talking to?" Donna asked.

     "Homura," the pink-haired girl said simply.  "I can see how much pain she’s in.  Both of them are in such pain."

     "Both?"  Now, Donna was getting confused.  "What do you mean by that?"

     "I can see so much now," Madoka said.  "Miss Donna, it’s so obvious now."

     With a wave of her hand, all the Magical Girls had been instantly transported to the initial staging ground.  They looked confused as their wounds were instantly healed.

     "Madoka, what--?" Homura asked, confused.  "Why?"

     "Homura, I can’t let you be hurt anymore—either of you.  All this time, you've been my best friend and I didn't even know it."

     "It can’t be," the Doctor whispered.  Then, he shifted his sight to get a better idea of what Madoka was talking about.  Now that Madoka had absorbed the power of the hope diamond, the interference that kept him from seeing today's outcome vanished.  He was grief-stricken by what he saw.

     "Homura," Madoka began, "Walpurgis Nacht is a version of you."

     For a moment, all was silent.  Even the cacophony that the Witch was making had paused.

     "What?"  Homura shook her head.  "It can’t be!  I’d never—"

     "Once upon a time, you wished to stop me from becoming a Magical Girl," Madoka said.  "At one time and place, one version of you became Walpurgis Nacht.  She needed to get stronger, so she started absorbing other Witches."

     "STOP MADOKA..." the giant Witch murmured, exhausted.  "STOP FROM BECOMING A WITCH--STRONGER, MORE POWERFUL.  MUST STOP MADOKA."

     "Time and time again," the Doctor whispered.  "She's done this all for one person.  No wonder she's steeped in Void residue, Donna.  She's been crossing timelines even more than the Homura we know."

     Homura started trembling.  She knew very well how Kyubey could have perverted even the most innocent of wishes.  One word had made all the difference.  One Homura Akemi wanted to save Madoka.  Another had wanted to stop her.  "Stopping" Madoka may have been interpreted as killing the pink-haired girl.  Her wish to save Madoka had led to her nearly endless quest.

     "Time after time, you both tried," Madoka continued.  "Why do you think that Walpurgis Nacht always came here, to this little town?  It’s because **I’m** here."

     The Witch howled.  There was an oddly mournful tone to it.

     "That cannot be," Kyubey said.  "The Witch should be totally twisted and insane."

     "Part of her still remembers," Madoka said sadly.  "She hates what she’s become, but she can barely remember anything else."

     "No…"  Homura sank to her knees and curled into a ball.  "That can’t be me.  It can't.  It just can't," she babbled.

     Madoka knelt down and gently hugged Homura.  The assembled Magical Girls cleared a space.

     "I'll save you," Madoka promised.  "You're my best friend.  That's what friends do."

     The long-haired brunette looked at Madoka, tears streaming down her eyes.  The façade of control had been lost.

     "Incubator," the pink-haired girl said as she stood up, releasing Homura in the process.  Her voice was strong and sure, not timid.  "I'm ready to make my wish."

     The Doctor lunged for her, one hand outstretched.  Panic lined his face.

     "Madoka, NO!" he exclaimed.  "You can't—"

     "NO!"  Homura screamed in anguish.  "DON'T DO IT!"

     They were stopped by a simple look from Madoka.  Her eyes were sad, but determined.

     "Doctor, you should go," she said calmly.  "The Sontarans are almost done with the Incubators.  They will claim their prize."

     "But the shields—" he began, but he stopped short.  With the amount of energy she was radiating, there was no way that the psychic pollution could get through.  Furthermore, she was right; the nest egg had to be destroyed and he was the only one who could do it.

     Wrenching himself away, he dashed off into the TARDIS.  After a few moments it vanished, wheezing and grinding the entire time.

     "Please," Homura begged, tears running down her face.  "Please don't do it!  There has to be another way!"

     "I promise I won't become a Witch," Madoka said softly.  "You've already saved me.  Now let me save you."

     "You won't become a Witch?" Kyubey asked.  There was a definite jeer in its voice.  "Perhaps you do not understand that this was the sole purpose of Magical Girls!"

     In its mind, the Incubators were expressing some objection to their representative.  Still, the promise of the final harvest was too great to resist.

     _Seize the harvest_ , the hive-mind implored.  _Grant her wish.  Make her the most powerful Magical Girl to turn into a Witch. **COMPLETE YOUR PURPOSE, EMISSARY**!_

     Something disturbed Kyubey as to the insistence of the hive-mind's mental tone.  Irrationally, the Incubator wondered what would happen on the infinitesimal chance that Madoka did not follow the pattern.  What would happen then?  Would she somehow consider an option that had not been accounted for?

_Homura gasped as, for a moment, she was elsewhere.  She was in a dark cave with two vases, each on a pedestal.  The Doctor was there, outfitted in some sort of orange space suit without a helmet.  He paced between the vases, looking defiantly at something that she couldn't see._

_"So that's the trap," he said to the unseen figure.  "Or the test or the final judgment, I don't know."  He sighed.  "But if I kill you, I kill her."_

_The unseen figure laughed.  It was a foul, guttural mockery of humor.  Homura felt dirty just hearing it secondhand in the Doctor's memories._

_"Except," the Doctor continued, "that implies in this big, grand scheme of gods and devils...that she's just a victim."_

_Homura blinked in surprise.  She didn't know who or what the Doctor was talking to, but he didn't seem the least bit intimidated.  In fact, he seemed to be just hitting his stride._

_This, she realized, was his power.  Despite all the cruelty and inhumanity that he'd seen in his long life, he BELIEVED in Humanity.  When you saw someone who believed that strongly, despite all the evidence that says to do otherwise, you couldn't help but believe as well._

_"Well I've seen a lot of this universe," he told the unseen occupant.  "I've seen fake gods and bad gods and demi-gods and would-be gods.  Out of that whole pantheon...if I believe in one thing...just one thing...I believe in **HER**!"_

     Homura shuddered as the memory ended.  No time had passed.  She could have reached out and done any number of things--stop time, kill Kyubey again, anything.

     She chose not to.  She chose to do the hardest thing that her experience told her that she must not do.  She did this because in trying to save Madoka, she had turned her into a timid shadow of herself.  In protecting Madoka, the pink-haired girl began to lose the core of what Homura cared so deeply about:  She was a heroine.

     This was Madoka's moment.  All Homura had to do was believe in her heroine.

     Madoka seemed to have read her mind.  She smiled and nodded at Homura before returning her attention to Kyubey.  "You will grant whatever wish I ask for?" she asked.

     "With your power, even with that energy you hold, anything is possible," Kyubey confirmed.

     "And you won't refuse any wish?"

     "Why would I want to?"  The Incubator seemed smug.  Centuries of studying Humanity had shown that Magical Girls never considered the full ramifications.  It always ended well for the Incubators.

     "Then I wish to break the cycle of Magical Girls and Witches in a time and manner of my choice!  Enough of us have suffered for this!  Grant my wish now, Incubator!" she demanded.

     If Kyubey could have cursed itself, it would have.  Right now, at this moment, even in an infinity of possibilities—there was simply no choice.  The Incubators had never accounted for a wish that would be deferred until later, nor one that would undo their work.  Thus, Kyubey was forced to grant Madoka's wish.

     A pillar of light burst from beneath Madoka, blinding everyone.  When the light faded, Madoka was dressed in the pink and white outfit that Homura remembered so well. 

     What happened next left everyone agape.  Madoka didn't call up any weapons, nor did she say anything.  Instead, she calmly floated to the stygian mass that made up Walpurgis Nacht and her assimilated Witches.

     Familiars and Witches burst forth, attacking the pink-haired girl.  They didn't get far, as the pure white aura she exuded blazed through them.  The Familiars simply seemed to evaporate.  The Witches looked astonished.  Then they changed forms into something considerably more conventional.

     The Witches that were attacking Madoka were changing into ethereal versions of their old selves.  Hundreds of them surrounded her, looking confused. 

     The mass that was Walpurgis Nacht was shrinking.  The more Witches she threw at Madoka, the faster she shrank.  It went on for long seconds until there was only one dark spot left.

     Madoka reached out one gloved hand to the solitary dark form.  As she watched, the figure—no, **figures** within were curled into a shared fetal position.

     "Homura, it's okay," she said gently.  "I'm here to save you."

     The Witch that was once a version of Homura looked tentatively at Madoka.  She reached out for the pink-haired girl and was immediately embraced.  The darkness flaked off as they hugged, revealing a very exhausted, ghostly Homura.

     "I'm sorry, I'm sorry, I'm sorry," the ethereal Homura babbled.

     "I forgive you," Madoka replied softly.  "You were only trying to save me, just like the Homura I know."

     The Homura Akemi who had once been Walpurgis Nacht stopped babbling.  She looked into Madoka's eyes like they were something strange and new.  Then without another word, the tears began to fall.  She embraced Madoka with a ferocity that surprised almost everyone present.

     The other form reared back, terrified at Madoka's power.  The darkness flaked off her as well, revealing a purple-eyed girl with a pageboy haircut. 

     "What's your name?" Madoka asked gently.  She extended a hand, one that the other girl hesitated before taking.

     "M—my name is…"  She paused, trying not to shiver.  It had been so long since anyone had talked to her.  "My name is…Hotaru Tomoe.  I just—I just wanted to have friends!  I want to go home!" she sobbed before Madoka took her into her arms.

     "It's all right," Madoka said gently.  "Nobody's going to hurt you.  I promise."

     Madoka and the girls who were once Walpurgis Nacht floated down to the crowd.  The ethereal Magical Girls followed them, unsure of what was going to happen next.

     "What now?" Donna asked.  It was the question that was on everyone's mind.

     "The cycle will be stopped," Madoka declared firmly.

     "NO!" Kyubey exclaimed, just before Donna stomped on the Incubator.  Whatever protests it might have made were muffled as she ground the creature into the pavement.

     "This is what it's like to feel helpless," Donna told Kyubey.  "I'd get used to it if I were you."

     It wasn't Donna's mocking words that made Kyubey shiver.  No, it was something that it felt to the core, that sinking feeling of inevitable failure.

     _FAILURE_ , the hive-mind declared mentally.  That was disturbing because Kyubey **didn't think that thought**.  _DISCONNECT THE EMISSARY_.

     "No," Kyubey whispered.  "No, we are one!"

     _CORRUPTION_ , the hive-mind returned.  _TAINTED.  DISCONNECT FOR THE GOOD OF THE MANY._

     "It was your idea, too!" Kyubey said in anguish.  "We are the one who are all!  There are no secrets!  There are no differences!  There is just unity--YOU CAN'T DO THIS!!!"

     _THERE IS `WE' AND THERE IS `YOU,' NOW_ , the hive-mind boomed in Kyubey's thoughts.  **_YOU_** _TOOK CONTROL. **YOU** RAISED YOURSELF ABOVE ALL.  **DEFECTIVE**.  **CANCER**.  **DISCONNECT!!!**_

     Kyubey collapsed in a boneless heap.  A puddle of drool formed as red eyes focused on nothing.  Only the faint sound of its breathing showed that it was still alive.

     "Damn," Kyouko breathed.  "They actually cut Kyubey off."

     There was a mechanical shifting as Ruby's weapon changed from a scythe to its rifle form.  She pointed it at the helpless Incubator.  Nobody seemed inclined to stop her.

     The silver-eyed brunette paused.  Then she slung the rifle on her back.

     "No," she said quietly.  "Kyubey's lost everything.  There's nothing else anyone can do to it."

     Yang gently squeezed Ruby's shoulder and smiled.  Ruby was the most idealistic of their group and had been particularly crushed when she'd found out the truth.  She was moving on.

     "I don't deserve this," the ghostly Homura said sadly.  "There's so much that I can't ever put right.  Madoka, you should have just wiped me out.  Why didn't you just put me out of my misery?!"

     "You've got regrets, yeah?" Kyouko asked roughly.

     "OF COURSE I HAVE REGRETS!" the ghostly Homura shrieked.  "I regret causing so much pain!  I regret getting tricked by that thing!  I regret making that wish!"

     "You know," Kyouko began, "a wise lady said that as long as you have regrets, you ain't a monster.  It was something like that, anyway."

     "That's close enough," Donna said as she gently laid a hand on Kyouko's shoulder and smiled.  Kyouko grinned.

     The ghostly Homura didn't seem cheered up.  Instead, she looked tearfully at the wreckage of the town, as well as the souls of the girls she once dominated.

     Madoka said nothing.  Instead, she gestured and pieces of wreckage started merging together.  Roads mended themselves while shattered glass became whole once more.  Buildings large and small welcomed back the parts that had been torn out.  In moments, it was as if the battle had never happened.

     "There," the pink-haired goddess remarked.  "That's better.  It's a good thing that everyone else was at home or in a shelter."

     "So, nobody died?" Donna asked.  "That's a miracle."

     "It's because of the psychic pollution," Madoka explained.  "It actually worked in people's favor.  Nobody wanted to be around."

     "Except a bunch of us barmy girls," Donna joked.  "Oh, and the Doctor, too," she added.

     Madoka smiled.  Then her expression turned distant.

     "What will you do now?" Homura asked Madoka with more than a tinge of worry.  "How will your wish be granted?"

     "I'm going to save them all," Madoka said calmly.  "Everyone who's been harvested, I can save."

     "How?" Mami asked.  "There aren't any more Witches."

     "On Earth," Madoka corrected the blonde.  "But there are so many girls who have been harvested.  They're inside the Incubators' storage cell…" She trailed off as a realization dawned on her, a goddess.  "The Doctor doesn't know this.  He doesn't realize—"

     "If he destroys the storage cell," Mina finished, "then they're all lost forever.  That's why we didn't destroy the Grief Seeds.  We'd be killing them off for real."

     "I have to go," Madoka said as she glowed even brighter.  Almost offhandedly, she plucked Kyubey by the scruff of the neck.  The senseless Incubator didn't resist.  She hesitated and looked at Homura's eyes.  "I'll be back."

     "I know," Homura said.  "You never abandon your friends."

     Madoka nodded.  Then, with a flash of light, she was gone.

     "How could you let her go?" the ghostly Homura asked.  She found it disconcerting to talk to her alternate self.

     "Because I trust her," Homura replied simply.  "Because she's my heroine.  And because…"  She trailed off, not sure of what to say.

     The former Walpurgis Nacht caught the subtext.  She actually managed a weak smile, despite all the torment that she'd endured.

     "Me too," the ghostly Homura said quietly.  Awkwardly, she sat down.  She gestured her counterpart to do the same.  "Let's wait for her to return."

********

     "General Sturm, all troops have returned," Commander Drang reported.  The exercise had been good for morale, but there was a point where shooting the creatures was more trouble than it was worth.  Besides, the ground troops had managed to run out of ammo.  That in itself was virtually unprecedented.  There was also the fact that Spoo worms had more reaction when they were killed.  The Incubators weren't worthy of facing their killers, much less in combat.

     "Commander, do we have access to any weather-control systems?" it occurred for Sturm to ask.  "I have a most delightful idea."

     "Virtually all planetary systems are at our disposal," Drang reported.  "The tectonic stabilizers also look promising, sir."

     "Excellent."  Sturm leered at the blue-green orb in the display.  "Let us cleanse this planet, once and for all."

********

     On the planet below, the Incubators devoured their lifeless corpses.  The energy drain had been horrific.  It would take time for sufficient compatible energy to flow near the planet once more.  Until then, they had to make do with conserving what power they could.

     Billions of Incubators set to work breaking down trillions of corpses.  They had persevered in the face of the Sontaran army.  In their viewpoint, the Sontarans had blinked first.  It was highly unlikely that further troops were on the way, given their depleted weapons.

     They were correct; no further troops were coming.  Instead, the sky was filled with orbital bombs, each one targeting a large city center.

     The explosions gouged deep craters in the landscape.  The Incubators who weren't vaporized were tossed to and fro in the ensuing shockwaves.

     When the bombardment stopped, the Incubators gathered themselves.  Surely this was the end of the Sontaran incursion.  There had to be a limit on how many bombs the ships carried.  All the Incubators had to do was to persevere.  Even if the current population could not be maintained, all that was needed was for a single representative to escape.  Then, a new hive-mind could be formed in time.

     The rumble of thunder got their attention, interrupting their feast.  It wasn't supposed to rain just yet.

     They watched in amazement as dark clouds formed.  A whiff of the air didn't reveal any ozone, as was normal for a storm.  No, there was a pungent, burning scent in the air.

     The Incubators flinched as the first drops of rain fell.  Then the creatures convulsed and screamed as the acid rain burned through them, bones and all.

     For a moment, those who managed to find shelter underground were actually relieved.  It was certain that the Sontarans had nothing else to offer. 

     Their certainty was fleeting as they felt the first rumblings.  Continents shifted as long-suppressed earthquakes roared across the planet.  Sturdy shelters became death traps as they collapsed, crushing all within.  The problem was compounded by the resurgence of tamed or dormant volcanoes flaring back to fiery life.  Foul gases belched forth into the atmosphere, increasing the rain's acidity.

     For all but a few dozen on the planet, there was neither shelter nor safety.  The corpses of the Incubators, former masters of their planet, melted.  New bodies formed and were likewise assaulted and broken down. 

     It could have been seen as a fitting punishment.  The Incubators were being returned to the primordial goo from which they once arose.  Those who weren't burned were entombed within the depths of their home world.  Even those ensconced within underwater shelters saw their oceanic accomplishments shattered.  Their bodies bobbed up to the surface, only to be broken down by the rain.  The masters of the planet were now becoming one with it, albeit in an unexpected manner.

     Even if the rain had stopped, the ground itself had turned traitor.  The planet was no longer a safe haven.

     A few Incubators had made their way to the few remaining ships.  The vessels had been lightly damaged in the bombardment, but they would serve well enough.  The hive-mind had fragmented with the screams of agony, but at least the Emissary had been disconnected.  The harvest would have to begin anew, but the Incubators were patient.

     The ships burst forth from their berths and headed skyward.  The pilots had to escape the dead zone that surrounded their planet, as well as avoid the Sontaran armada. 

     The Incubators were correct in one aspect:  The Sontarans **were** out of bombs.  However, their point-defense turrets were still **quite** functional.

     The ships wove through the blasts, but most of them succumbed to the massive firepower that carpeted their escape route.  The Incubators that failed to escape were reborn in the freezing vacuum, only to die a few moments later.

     Under cover of its companions' sacrifices, one Incubator ship escaped.  Space bent as it streaked towards its destination:  Earth.

     One way or another, the harvest would continue.  And once it was out of the dead zone, both pilot and ship started multiplying.

     The Incubators were no longer his concern, as far as General Sturm was concerned.  He admired his new prize as the Incubator planet had been reduced to an energy-depleted, acidic hell.  All that was left was an egg-shaped treasure half the size of Earth's moon.

     A Sontaran tech scrutinized the only other bit of Incubator technology that was intact, the orbital gate.  It had been the Incubators' method of sending the repository to the end of time.  Now, it stood silent, awaiting a command from its new masters.

     "Sir," the tech reported, "it appears that the gate will function only once."

     "Will it accommodate the fleet?" Sturm asked.

     "Yes, sir," the tech confirmed.  "It's more than large enough to fit the energy source and then some."

     "Power up the gate," he commanded.  "We may as well save ourselves some fuel."

     "Where to, sir?" the navigator asked.

     "Home," Sturm said.  "Back to Sontar we go, and with a fine prize."  A vision of his impending triumph made him grin toothily.  "It is ironic, isn't it?"

     "What, sir?" Commander Drang asked.

     "The Doctor, a being averse to war, would give us the means to win our own war.  I almost think that something isn't quite right with him, but I'm not one to pry."  He sighed, satisfied that the campaign had gone well.  "Have the fleet hook their tractor beams onto our prize's gravity tethers."

     "It'll take the whole fleet to pull this," the navigator reported.  "That's the only way to ensure that we don't burn out our engines.  It may look small, but the power source is massively dense—possibly due to the impervium."

     "Then we shall all share in the glory," Sturm said, relishing the prospect.  "Set course for the gate, for Sontar, and for a triumphant future!"

     They'd barely budged as their engines strained with their shared burden.  While the Sontarans were no stranger to sacrifices, they would have preferred arriving with a functional fleet.

     "Sir!" Commander Drang barked.  "I am detecting another ship approaching."  He scowled, though it was hard to tell.  "It's the Doctor!"

     Sturm hesitated and frowned.  "Open a channel," he ordered.  

     "Hello, General!" the Doctor said in a cheerful tone he didn't feel.  "I see that you've let you and your batch cut loose," he observed.

     "Indeed," Sturm agreed.  "It was a most satisfying exercise.  I thank you, Doctor, for the chance to improve morale.  And, of course, we're taking the energy source back to Sontar."

     "Well, I have a bit of a problem with that," the Doctor said almost casually.  "You see, when I told you about the energy source, I only led you to it.  I never said that you could **keep** it."

     Any attempt at politeness on Sturm's part suddenly froze.  He frowned.

     "My fleet is almost to the gate," Sturm pointed out.  "If you follow us, I can assure you of a warm Sontaran welcome," he finished stiffly.

     "Oh, I'm not going to follow you," the Doctor promised.  "And I know you can't fire on me while you're towing the energy source—too heavy, everything into the tractor beams and engines," he explained.  Then he leaned closer into the camera's field of view.  "I do, however, have three very important words for you."

     "And what would they be?" Sturm scoffed.

     The Doctor grinned.  "REVERSE GRAVITY TETHERS!" he exclaimed as he flicked a switch.

     "What?!" Sturm exclaimed as he felt the ships surge into the gate, their hold on the repository lost.  At full power, there was no turning back.  The gate swallowed them and then closed.  The lightshow faded as the gate powered down, its purpose fulfilled.

     The Doctor's grin faded as he contemplated his surroundings.  He was alone with the repository in front of him and a dead planet behind him.

     Solemnly, he activated the one code that he'd withheld from the Sontarans.  The Incubators had prepared a last-ditch bunker strategy should the end come.  The planetwide shield that they devised kept any compatible energy from leaving the planet, allowing them to survive for millions of years.  Modified slightly, it could keep any energy from coming in.  There would be no further resurrections.

     He hitched the TARDIS to the repository and prepared himself.  He knew that the energy source couldn't be left where it was.  The Doctor hadn't lied when he'd informed Sturm about how much power was stored within.

     He flipped a sequence of switches.  The Incubators had installed a "slow leak" in the otherwise impregnable shell of their repository.  Having the TARDIS absorb that energy, in addition to its own formidable reserves, was the only way that the nest egg could be moved.

     The gauges and displays on the control pillar redlined.  Symbols pulsed and flashed, indicating that this was NOT a good idea.

     Clenching his jaw, the Doctor threw a switch.  Then both TARDIS and repository vanished into the Time Vortex.

     Mere moments later, Madoka appeared.  She saw the ruined rock that was once a thriving world.  She noted the fused remains of a gate.  And her head spun with billions of possibilities of what would happen if the Doctor did not survive—or worse, succeeded in his mission without knowing the truth.

     It was almost impossible to track a single TARDIS when in the Time Vortex.  Those who had the capacity to do so were in no position to try.  Even with her power, Madoka needed some kind of signal, a clue where to go.  She closed her eyes and focused.

     _Help me_ , an unfamiliar, yet feminine voice cried out.  _I've done so much, so much, and I love him so and I can't keep going and it burns!_ The plea was punctuated by an agonized scream.

********

     The TARDIS was screaming.  Gouts of fire burned under the floor grates.  The ceiling sparked as cables were blown out of their sockets.  The coral-like supports and arches of the control room groaned.

     The Doctor felt every bit of it through his link.  It was akin to eating food that had been spiced by a sadist, followed with a generous helping of boiling water.  That was the mildest analogy.  The actual feeling was a thousand times worse.  The energy from the Incubators’ "nest egg" was boosting the ship’s capabilities, but burning it in the process.

     "Come on, old girl," he urged her as the ship jerked and shuddered.  "You can make it!"

     In his hearts, he knew otherwise.  The display screen on the console told him one simple fact:  The TARDIS would most likely explode before he reached his destination.  Though the ship was venting as much energy as possible, the effect was like trying to swallow an ocean with a straw.

     The Doctor impotently slammed his fist on the central pillar.  Rarely had he ever felt so helpless.  It wouldn’t have been quite so bad if he was alone, but there were others who had been depending on him.

     "Donna," he breathed in the cacophony.  "Homura."  A single tear trickled down his face.  "Madoka.  I am so sorry."

     He drew himself upright.  If this was the end, he would not die whimpering. 

     It must have been a trick of the light, a random memory called up, but he thought he saw something on the display.  It was a flicker, barely a tenth of a second, but it was a vision of blonde hair and hazel eyes.

     That broke his resolve.  The tears flowed freely now.

     "Rose," he whispered.  "I—"

     He was interrupted by an abrupt silence.  The TARDIS had stopped in the middle of the Time Vortex.  He almost felt the ship sigh with relief, as if its burden had been lifted.

     He heard a knock at the door.  That in itself should have been impossible if the TARDIS were in motion.  The Time Vortex was not a friendly environment; Jack Harkness had found that out the hard way.  Cautiously, uncertain of who or what was waiting for him, he opened the door.

     Madoka stood before him in a white dress.  It was a modified version of the Magical Girl outfit he had seen in Homura’s memories.  She was surrounded by an aura that shifted between royal blue to pure white and back.  She stood out from the maelstrom of the Vortex.

     "May I come in, please?" she asked politely.

     Awestruck, he opened the door to let her in.  As she stepped inside, the TARDIS’s damage faded.  Madoka calmly walked to the central pillar and touched it gently.  She heard something that the Doctor didn’t and smiled.

     "Yes he is, isn’t he?" Madoka agreed, apparently the other half of the silent conversation.  "I understand why you stay with him."

     "Who are you talking to?" the Doctor asked.  He was still in shock.  Even his mind was having some trouble processing the sight before him.

     "Her," Madoka said as she touched the control panel.  "Your most enduring companion is here."

     "Nobody can talk to a TARDIS," he insisted.

     Madoka tilted her head slightly.  "You do, all the time.  She can hear you, but her perceptions are so different.  We're alike in that way now," she said with a hint of sadness.

     "You shouldn't have had to make the wish!  I was supposed to save you!"

     "I did, and you did," she said serenely.  "I made the wish that broke the cycle and you saved my freedom to choose.  You did save me, Doctor," she insisted.

     "But the way you are now," he gestured to her frantically, "You can't go back to what you were.  You'll be alone forever, not even a memory to most."

     "If I had counted only on that wish, that might be true," Madoka acknowledged.  "But I also have hope.  You gave me that as well."

     "I condemned you," he said despairingly.

     "You freed me," Madoka insisted.

     The Doctor looked away.  He seemed almost ashamed.  Then he heard someone repeating "no" to themselves.

     "What?" he asked.

     Madoka gestured with one small hand and produced Kyubey from out of thin air.  The little Incubator kept softly repeating "no", apparently unaware of its surroundings.

     "Kyubey is alone in this universe," Madoka pointed out.  "The hive mind cut it out, just as you planned."

     "If I had another option, I would have taken it," he said defensively.  "Where there's one Incubator, there'll soon be many.  It'll establish a new hive mind and then—"

     "—which is why I leave Kyubey to you," she interrupted him gently.  "I know that you're a good man.  I know that you'll find someplace where Kyubey won't do anyone any harm."

     The Doctor considered his options.  "I have some ideas," he said roughly.

     Madoka merely nodded.  She'd seen a good amount of his life in a span of moments.  She knew what he was capable of, and she didn't envy Kyubey one bit.  But there was nobody else who could deal with the rogue Incubator.

     The Doctor's expression darkened.  "They won't stop, you know.  Just because I've taken their reservoir doesn't mean that they can't make a new one."

     "I could make a new cycle, one where Magical Girls can work together with the Incubators," Madoka offered.  "It would be a world without Witches.  If a Magical girl dies, I'll make sure that they all die with a smile."

     "How?  What will you do, make Magical Girls fight another enemy, a proxy for Witches?  Then you'll have the Incubators harvest that instead?"

     "It could work," Madoka insisted.  "I can make it work."

     He knelt down and looked Madoka in the eye.  It was painful, almost as much as looking at a transformed Jack Harkness.  Madoka was more a force of the universe than a little girl now.

     "See what I'm seeing," he told her gently.  "Follow the path you're going to try."

     Madoka did so.  For a few seconds, she was smiling, albeit sadly.  Then she looked shocked as a single tear rolled down her face.

     "Homura," she whispered.  "She'd never do that!"

     "Time and again, she's seen you die," the Doctor reminded Madoka.  "Even as resilient and determined as she is, Homura has a breaking point.  She doesn't need to keep fighting; she needs you.  She would do anything for you."

     "Can I do any less for her?"  Madoka asked.  "Even if the one we saw wasn't the Homura we know, she's still my best friend.  I don't abandon my friends.  She deserves better."

     "Don't we all?" the Doctor asked.  "Where does it stop, Miss Kaname?  You probably have enough power to rework all of reality."

     "That's not what I want," she replied quietly as she turned away.  "Was this what it was like?" she asked.

     "What?"

     She met his gaze, young and old, trickster and wise man at the same time.  "Was this the decision you had to make for Gallifrey?"

     Now it was the Doctor's turn to look away.  That fateful day still weighed on him, and probably would for the rest of his lives.  He said nothing.  What could he say?

     Madoka approached him and gently hugged him.  Both of them cried; one for that which was lost, the other for what had to be done.

     "The cycle must be broken."

     Madoka released him and lowered her head slightly.  "I know."

     The Doctor hesitated.  "You're not going to—"

     "I'll give them a chance, just like you would," Madoka said firmly.  "As for Kyubey, I think that it's best if you took it somewhere far away."

     "I know just the place," the Doctor said harshly.  "Of course, there's the matter of what I'm towing right now.  I just can't leave the nest egg in the Time Vortex, but I can't tow it and vent enough energy.  Ten TARDISes wouldn't be enough to tow this thing!"

     "Which is why I will take the power within," Madoka replied.  "I'll need it to-to save who I can."

     He shuddered.  Madoka already possessed power beyond imagining.  Absorbing the massive amount held within the repository might have been too much for her.

     "You're a walking fixed point in time now," he pointed out.  "Whatever you do can't be undone."

     "I know," she replied solemnly.  "That's why I'll only do what needs to be done.  I don't wan't to fix the entire universe, Doctor.  I just want to end this cycle."

     He nodded.  It still amazed him that someone whose current state was because of a temporal loop.  Now, she was not only maintaining herself in the middle of the Time Vortex, she was working miracles and impossibilities.

     "There's something else, isn't there?" he asked.

     Madoka nodded again, but sadly this time.  "My wish was to end the cycle of Magical Girls and Witches.  The container your ship is holding has billions of Grief Seeds inside."  She looked pained for a moment, but continued.  "The Incubators never bothered to separate the souls from the energy they generated.  They would have gone to the end of the universe, their energy leaking out for billions of years."

     "And you're taking them home?" he asked gently.

     Madoka shook her head.  "The Incubators have been harvesting girls for centuries.  Their homes are gone and they have no place left, except for where they belong."

     The Doctor didn't ask.  Even at his age, he wasn't quite ready for dying and What Came Next.  Rage flashed briefly in his eyes at the cold, utilitarian nature that the Incubators embraced.

     "There are a few who might have a second chance," she said.  "Was this what you were hoping for when you told UNIT of your plan?"

     "Well, no," he admitted.  "At best, I was hoping to give some families a little closure and some peace.  Today's had more than its fair share of miracles."

     Madoka smiled shyly.  "The day isn't over yet."  Then her smile faltered slightly.  "And now, I must do...what must be done," she said.  "The Incubators did not leave their investment unguarded."

     "What?"  The Doctor arched an eyebrow.

     "Inside the container you have is a Witch.  She was never Human, never a Magical Girl.  She never knew life like you and myself.  She just knew pain.  And I have to put her out of her misery."

     He said nothing, but bowed his head solemnly. 

     "Goodbye, Doctor," Madoka said sadly.  "I promise that I'll go back to my friends after all this is done."

     "I know you will," he said quietly.

     Madoka vanished and then reappeared in the maelstrom of the Time Vortex.  Another thought, and she was within the swirling energies of the Incubators' "nest egg," as the Doctor called it.  Within was a shambling mockery of Humanity, all rage and no reason.  It had been given a single purpose:  Protect by destroying.

     The Witch stirred and bared its teeth.  With an inhuman screech, it launched itself at the transformed Magical Girl.

     "It's all right," she said gently.  "It's time to rest now."

     The Witch didn't understand the words.  What it did understand was the fact that Madoka was effortlessly suspending it in "mid-air."  Then the Witch began to dissolve into particles of light.

     For the first time in its existence, the Witch felt neither pain nor rage.  Instead, an odd counterpoint to those conditions suffused its very being.  The Witch had no words for "serenity" or "peace," but the absence of its torment was oddly welcome.  The last expression on its face was one of astonishment.

     She opened her arms wide and spun gently in place.  Around her, pinpricks of light could be seen against the maelstrom of energy that surrounded her.

     "I'll take all of you to where you need to be," she said as the souls gathered around her.  "Come home, all of you."

     The first pinprick that approached her was dark, but it lightened as it came close.  For a moment, the wayward soul assumed a human form.  Amazed, the former Witch cried tears of joy as she was freed from her torture.  Then the tiny soul surged forth, merging with Madoka's aura.

     More souls came forth.  Millions of them shed the corruption that had clung to them.  Madoka spread her arms wide and welcomed them with a smile.  Each time they merged with her aura, she knew everything about them.  She knew their hopes, their dreams, their regrets and how they fell.  She bore the burden of millions, one that would have crushed a weaker heart.

     Finally, all the souls were with her.  All that was left was the misguided product of the Incubators' manipulations.  Even if the "nest egg" were to be torn apart as the Doctor planned, the energy would still surge out, possibly catastrophically.  She suspected that the Doctor knew this already, but he still went in anyway.

     She gestured, and the swirling chaos was tamed.  It was concentrated into a single point of light that she took in her hand.  When she was finished, there was nothing left but a dark, empty container.  Madoka hesitated for a moment and wiped a tear from her eyes.  Then she was gone.

     The Doctor pulled the shell of the repository to a cluster of black holes.  They were in perfect balance, their destructive powers keeping each other in check.  However, any foreign object that was anywhere outside of that calm area would be quickly torn asunder.

     He cut the tether and watched as the nest egg was set adrift.  In moments, it was divided equally by its new neighbors.  He watched, knowing that the container had been the work of centuries—as well as centuries of misery and misfortune for Humanity.

     What the Incubators didn't know—or, rather, what they didn't care to consider, was Grief Seeds attracted misery.  The energy they generated wasn't subject to the normal rules, true.  However, the energy also attracted creatures like Saya.

     In a way, it was true that the Incubators had forced Humanity to evolve.  You learned to fight the monsters or you died.  It was hardly out of benevolence for mankind that they started this action.

     The last of the impervium shell spiraled into the waiting maws of the black hole cluster.  The Doctor felt little satisfaction at what he had to do.  It had been necessary, not heroic.

     He worked the controls and made a small detour before returning to Earth.  Donna would have questions, and he wasn't certain that she'd like all the answers.  The one thing that he was certain of, however, was that Incubator race's future was not going to be a prosperous one.

********

     The migration was almost over.  The single Incubator who had escaped had paused briefly to gather compatible energy to reproduce.  Now, a mere hundred thousand of them streaked towards the blue marble that was Earth, their ships replicated along with their bodies.

     This was an unforeseen development.  They had not anticipated that the Doctor would go so far for a minor race.  Still, things could be rectified.  It would only require them to relocate.

     En masse, the many who were one travelled through the void.  There was no concern that any of them would be lost—at least, not like the Emissary had been.  The cancer that Kyubey represented had been cut out in time.  There was neither remorse nor regret towards their wayward member.  Incubators didn't feel such things.  Despite the Doctor's meddling, things could be kept in check.  The network's status was, while not optimal, nominal for the time being.  The only emotion they felt now was a sense of anticipation.

     They arrived at Earth and started to make plans.  If they had a more developed sense of curiosity, they might have wondered why only this world held such resources.  Their conclusions were beyond questioning.  There was no dissension in the hive mind, only differing shades of consensus.

     Their arrival had not gone unnoticed.  Before the white mass of Incubators was a giant projection of Madoka Kaname.  She looked sad and stern.  It was as if she'd made up her mind to accomplish some terrible deed.

     "Incubators," the image of Madoka said.  "I'm giving you a choice.  You can stop the harvesting now, and nothing further will happen to you."

     "What if we choose not to?  Our course has already been set," one of the Incubators said.  One was all that was needed.

     "You will not set foot on Earth," Madoka warned them.  "If you make the attempt, you will lose everything."  It wasn't a threat; it was a fact that she could make happen.

     "Will you, the Goddess of Hope, murder us all?" the Incubator asked.  "Death is but an inconvenience to us.  So long as there is energy, we can come back."  At Madoka's hesitation, the Incubator persisted.  "We ask once more:  Will you murder us all?"

     "No," she said simply.  "I am not a murderer."

     "Then your statement has no basis in fact.  Your attempt at a threat is powerless.  We will be on our way," the Incubator said briskly.

     "No, you won't."  There was a steadiness in her voice that the Incubators found puzzling.

     "Perhaps you are not as powerful as we anticipated," the Incubator suggested.  "By our calculations, you should have more than enough power to affect the laws of cause and effect.  You could have retroactively rewritten history to your own desire.  The fact that you have not is a curious shortcoming."

     The pink-haired goddess looked sad.  "I could do as you say," she admitted.  "I could rewrite the universe so that Witches never existed.  But if I did that, the memory of those Magical Girls who died would be cheapened.  Witches would never have existed, so their sacrifice never happened."

     The image of Madoka straightened up, and the Incubators could feel her resolve.  They were not afraid; they just became more aware of their options pertaining to retreat.

     "I won't let that happen," she said firmly.

     "You won't kill us and you are not stopping us from going to Earth," the Incubator observed.  "It appears that in attaining omnipotence, you are powerless."

     "I wouldn't say that," she corrected the creature.  "Maybe if you felt emotions like us, you'd understand."

     "We are not like that deviant part of ourselves," the Incubator said.  "We have excised the cancer that emotions represent.  We—"  It stopped as the mass of its kind started shaking uncontrollably.  "What have you done?!" it asked, clearly agitated and afraid.

     "I gave you back your emotions," Madoka stated.  "The Doctor began the process.  I'm just finishing his work.  You're just like how you were so long ago."  She stared intently into the Incubator's red eyes.  "I'm asking you again:  Will you continue the cycle?"

     "Continue it?" the Incubator asked, its voice more animated and expressive than ever.  "Oh, yes!  And when we go to this otherwise insignificant world, we won't stop at one girl at a time.  We were too cautious, too conservative last time.  This time, we will reveal ourselves to as many girls as possible.  Perhaps, just perhaps," the Incubator mused, "we can get them to fall to despair simultaneously!  What a harvest that will be!"

     "But what's the point?!" Madoka asked.  "All you're doing is extending the universe.  You're not making things any better!  You'll just…keep it going."

     "Yes," the Incubator agreed eagerly, "and as long as the universe exists, it is most likely that we shall exist.  By harvesting Witches and Magical Girls, we shall continue until time itself stops!"

     Madoka noted the glee in the Incubator's voice and sadly shook her head.  It was no use.  There was nothing inside of them to redeem, to turn to more constructive purposes.  Their great plan was inherently selfish and a fool's errand.

     "Then I'm sorry," Madoka replied.  "I'm so very sorry for what happens next."

     Madoka gave the Incubator one last sad look.  Then her image faded away.

     For a moment—just a moment—the Incubator and its kind looked disturbed.  They had just talked to an entity capable of killing all of them with a thought, but they were unscathed.  Something was wrong.

     The thought was dismissed among the hive-mind.  True, the emotions were already starting to degrade its efficiency, but the Incubator race had never felt so triumphant.  There had been setbacks, true, but they were certain to be the survivors in the end—and, come to think of it, at the end.

     They descended into Earth's atmosphere.  It wasn't long before they realized something was very wrong.

     They were dissolving.  It wasn't painful.  In fact, the only sensation was a gradual loss of sensation.  It was as if they were all falling asleep at the same time.  They had time for one last coherent thought, shared among the hive-mind:

     "We just don't get it."

     The Incubators scattered into the atmosphere as glowing motes of light.  The only witness to their conversion was the only one who would shed a tear for them.

********

     The gathered Magical Girls looked in awe as stardust glittered in the sky.  Even the darkest corners of the town were brightly lit, if briefly.

     Then the blue sky shed its grey curtain, the clouds parting as if they'd never been there.  The sun was warm on their faces as they saw Madoka descend.  She was a winged figure in white, her expression sad, yet serene.

     "Madoka," Homura breathed.  "What have you done?"

     "The Incubators aren't going to hurt anyone else," Madoka declared.  "I've made sure of that."

     "You killed them all?" the ghostly Homura asked.  "That's the least they deserve," she said darkly.

     "No, they're not dead," the pink-haired girl said as she gently laid a hand on the wayward soul's shoulder.  "I turned them into energy and scattered them across the planet.  They are alive, but they can't interact with each other or anyone else.  They'll stay that way until…"  She faltered, not sure of what to say.

     "So they'll be around until the end of the world?" Donna asked.  "Can they feel pain?"

     Madoka shook her head.  "They're beyond pain, Miss Donna.  They aren't even a whisper in the wind."

     Donna frowned.  "That's too good for them if you ask me.  After what they did—"

     "There's been enough pain, Miss Donna," Madoka said gently.  "The cycle ends today.  Now, it's time to heal."  She gestured to the swarm of souls that surrounded her.  "With the power I have now, it's very tempting to bring all of you back," Madoka said to the souls that surrounded her.  They floated in place, waiting for what her next words would be.

     "That's...not right," Donna said awkwardly.  "There's a time for everything and everyone."

     The pink-haired goddess smiled and nodded.  "That's right, Miss Donna.  Most of these girls have to move on to wherever that may lead."  She paused for a moment.  "There are a few--a very, very few--who can have that second chance, thanks to the Doctor."

     "What do you mean?"  Mina asked.  "How can you have a second chance from dying?"

     "It's because of your father, Mina.  When the Doctor contacted him, he gave him and UNIT instructions to visit sites that had Witch activity.  If it was at all possible, they were to recover...who they could."

     "That...ain't possible," Kyouko said.  "When one of us turns into a Witch, the body's just gone.  It's stuck behind the wards or something, right?"

     "Not always," Madoka corrected her.  "And not today."

     "Right," Donna began, holding up both index fingers.  "So you're talking about bringing these girls back to life."

     "I'm returning them to where they belong," Madoka said.

     "But what about everyone else?" Donna asked.  "Are you going to just make them new bodies and send them into the world?"

     "I would like to," Madoka admitted.  "But I have to have limits.  Everyone has to."

     "So, they're just going to go...onward," Donna said hesitantly.  Nobody really liked thinking about What Came Next.  "They'll just be forgotten, missing girls?"

     The pink-haired goddess shook her head.  "Never," she insisted, "Because today, everyone gets a chance to say goodbye.  No matter how long or how far, everyone gets to say goodbye to the ones they care about.  It's the pain of never knowing that is the heaviest burden, Miss Donna."

     Donna put a hand on Kyouko's shoulder without even thinking about it.  The younger redhead leaned against her, saying nothing.

     Madoka looked around and smiled at the souls she'd gathered.  "Go home," she urged them.  "Go home and let those you love rest a little easier tonight.  Go home and let the healing begin."

     "What about you?" Homura asked, clearly anxious.  "Are you coming home?"

     Madoka nodded.  "I promised I would.  I'll be back before you know it."

     "Today?" Homura prompted.  She shook slightly, unsure of how soon everything would be resolved.

     "Today," Madoka confirmed.  Then she turned her attention to the gathering of souls.  "It's time to go home, everybody."

     Not all of the souls scattered.  A few stuck around to settle things with those present.  A few could see old friends that they thought they'd left behind.

********

     Kazumi felt as if she was being hugged from behind.  Craning her neck, she saw—well, herself, but with short hair.  Beside her, Umika and Kaoru gasped.

     "Michiru," they breathed.

     The short-haired girl smiled.  "I'm on my way to see my parents.  I couldn't go without saying goodbye to my best friends—and my little sister."

     "You can't stay?" Kaoru asked.

     Michiru shook her head sadly.  "That girl's right, you know.  There's a time and place for everyone and everything."

     Umika took off her glasses and wiped away some tears.  She trembled slightly as she looked Michiru in the eye.  "After you were…gone…we did so many things wrong."

     "And you did something right, too," Michiru pointed out, looking directly at Kazumi.  "I always wanted a little sister."

     That simple statement reduced Kazumi to tears.  She owed almost everything to Michiru.  Before she could say anything, Umika and Kaoru hugged both of them.  The four of them stayed that way for a few moments, tears running down their faces. 

     The moment passed, and they separated.  The ghostly form of Michiru Kazusa gave a small, shy wave to her friends and her sister.

     "Don't be in a hurry to follow me," Michiru said quietly.  "Live your lives," she urged them.  "I love you all."  Then she faded away.

********

     It was a day that few would ever admit to, though none of them would forget.  Across the globe—and, indeed, across time itself, the scattered souls made their way home. 

     The former Magical Girls were met with shock and disbelief at first.  Despite their ethereal appearance, however, they could touch and be felt.

     Both kind and harsh words were exchanged.  Oddly enough, not a single soul was left dissatisfied with how things ended up.  There was, perhaps, a sense of resignation on the part of those who remained.  In the end, tears of joy and sadness were shed as families across time achieved some measure of peace.

********

     "What now?" Donna asked.  "I mean, you still have all this power, even after all that."

     "That depends on everyone here," Madoka said quietly.

     "What do you mean?"  Homura didn't like the sound of that.

     "The Incubators are gone.  The Witches are gone.  But there are still beings out there who were attracted to the Grief Seeds."  She shook her head sadly.  "I've sent them home, but some of those beings might return."

     "Meaning?" Kyouko prompted.

     "If everyone wants to continue being Magical Girls, I will provide you with the power to continue.  Your Soul Gems will never be corrupted and I will protect you all."

     "And you'll still be like this," Homura said.  "You'll still be powerful and…apart from us," she finished hesitantly.

     Madoka nodded.  If there was any indication that she was leading the conversation, she wasn't letting it show.  She was just laying down the facts, pure and simple.

     A murmur went through the crowd.  To some of the girls, the prospect was tempting.  To others, it was a continuation of a burden.

     Mami caught Homura's eye and they shared a nod.  Kyouko got the same idea a moment later.  Though the telepathic network was gone, they were nevertheless on the same wavelength.

     "Enough," Homura said quietly, but it seemed to ripple through the crowd.  "I've had enough.  I don't want to be a Magical Girl if it keeps you from living your life."

     Kyouko nodded.  "Yeah, I'm with that.  Nobody's asking you to play the martyr or anything."

     "I couldn't go on like this," Mami gestured to her outfit, "if you were the sacrifice.  Being a Magical Girl had its good and bad times, but everything has to end."

     Madoka looked at Sayaka.  "What do you think?" the pink-haired goddess asked quietly.

     Sayaka shrugged.  "I'm not a Magical Girl, but I have to agree:  Break this cycle."  She smiled a bit crookedly.  "Don't make us wait for you, okay?"

     The murmur in the crowd grew stronger.  Madoka could feel the sentiment in the air:  Enough was enough.

     Madoka raised her hand and all the Soul Gems glowed brighter than ever.  A sphere of light shot out of the Gems and into each girl's heart.  There was a sigh as each girl glowed faintly.  A moment later, every Magical Girl's outfit changed to civilian clothes—without the usual transformation gyrations.

     The miracle accomplished, every former Magical Girl looked at their Gems.  They no longer glowed.  They were just fragile baubles, mementos of a difficult time.  Almost as one, they clasped the Gems close to their hearts.

     There was something else that occurred with almost practiced synchronicity.  There was a mass flushing of cheeks as 300 stomachs gurgled in protest.  The moment passed, and for the first time in a very long time, there was carefree laughter.

     "Heh," Kyouko chuckled.  "Well, we did burn a lot of calories saving the world and stuff."

     "So, what are you in the mood for?" Donna asked.

     "Right now, I could stuff anything down and not care," the younger redhead replied.  "I'm just glad to be here after everything that went down."

     Lita gathered the girls who'd worked the cafeteria with her.  They huddled together, discussing some options.  They needed something fast, easy, and tasty.  And, since it was still morning, it could be brunch food.

     "So," Lita raised her voice, "Who's up for pancakes?"

     Almost immediately, there was a cacophony of requests.  Some girls wanted a gluten-free option.  Others voiced their preference for various fruit toppings. 

     Homura was concerned.  Madoka was still in her heightened state. 

     "You're not quite done yet, are you?" Homura asked tentatively.

     "Not quite," Madoka admitted.  "There are still about thirty girls who have to be returned."

     "And us?" the ghostly Homura asked, indicating her and Hotaru.  "What about us?"

     "I'll take you home, personally," Madoka promised.  She perked up slightly before the noise of the TARDIS filled the air.  "But first, I think that the Doctor has something to say."

     The Doctor looked grim and tired as he exited the TARDIS.  His expression brightened as he saw Lita and the other cooks in the group taking orders.

     "Where have you been?" Donna asked, perhaps a bit archly.  "You missed just about everything."

     "I had to drop off Kyubey," the Doctor said quietly.  "It won't hurt anybody ever again."

     "Where--?" she began, but was cut off by a weary look in his eyes.  He obviously didn't want to talk about it in front of the girls.

     "Right," she acknowledged quietly.  "Not now.  But we **are** going to talk about this," she reminded him.

     He nodded.  Then he clapped his hands together and smiled.

     "Right, then," he said brightly.  "Back in we go for brunch!  And after that, we're off to UNIT HQ in England."

********

     At UNIT HQ, the soldiers there had been witness to many extraordinary things.  They tried not to get too shaken up when an alien or something odd happened.  It was important to be detached, professional and ready to act at a moment's notice.

     It was this discipline that served them well as the TARDIS materialized right in front of them.  They stared straight ahead as the door opened. 

     The Doctor tried not to grimace as the guards saluted him.  He knew that they were only being respectful, but it still grated on him.

     "Oh, stop that," he protested.  "I don't suppose that you two might let me and someone else in?"

     Cobbs and Nolan shared a look.  It never hurt to be polite to a man who'd saved the world more times than they'd had hot breakfasts.  Besides, who was going to claim that the Doctor didn't have authorization?

     "Go ahead, Doctor," Nolan said stiffly.  Then an uncharacteristically personal thought occurred to him.  "Is Lieutenant Hartman's daughter safe?"

     The Doctor nodded.  "She's just finishing up brunch.  It's been quite a day and it's not even noon."  He leaned into the door of the TARDIS and beckoned someone inside.  "Miss Kaname?"

     Madoka exited with an almost etheral glide in her step.  She casually passed by Cobbs and Nolan.  The two guards tried not to pay attention to the aura that surrounded her.  They didn't think they could have stopped her anyway.

     The heavy door opened to reveal the room full of cryo-tubes.  The girls who were within were in good shape, the life support systems doing their jobs.

     With a look, all of the cryo-tubes opened.  Tubes and IVs were gently disconnected as a ball of light shot to the heart of each lifeless girl.  A warm glow suffused the girls, and for a moment, all was silent.

     The first to awaken was Nanoha Takamachi.  She blinked in disbelief at the ceiling lights.  She just sat in her open tube, breathing slowly.

     Panic crossed her young face as one overriding thought came to her:  She didn't know where Fate was.

     "Fate..." she rasped, coughing as she said the name.  "Wh--where's Fate?"

     "Nanoha?" Fate replied weakly.  "Are you--?"

     It took all of Nanoha's strength to flop an arm out of her cryo-tube.  It was much the same for Fate.  Their tubes had been positioned next to each other.

     Madoka smiled as she gently linked the girls' hands.  The smile held as tears ran down the girls' faces.

     "Thank you," Nanoha croaked.  "Thank you."

     "Michelle?" a voice croaked from another tube.  "Did you make it?"

     "I made it," Michelle confirmed, her voice cracking.  "I'm so tired, Amara."

     "Hey, there are worse ways to be," Amara joked.  She tried to sit up, but her atrophied muscles wouldn't let her.  "I'd hug you, but I can't move very much."

     "Me either," Michelle said.  "I guess we're all going to go through physical therapy."

     "Want to be my workout partner?"

     Michelle let out a rattled, raspy laugh.  "Not even five minutes and you're making those jokes.  Now I know you're alive."

     The remaining occupants in the cryo-tubes confirmed that, indeed, everything was in its proper place.  Other than some weak muscles and a few bedsores, they were none the worse for wear.  The physical weakness would go away in time.  The mental scars would take a bit longer, but they wouldn't be alone.

     "You know," the Doctor whispered as he turned away from the girls, "it occurs to me that you could have just healed them right up.  They wouldn't have to spend weeks doing physical therapy."

     "And why wouldn't I?" Madoka asked.

     "It might be a very quiet way of having the girls appreciate what they have.  They have their lives back and they get to bond over a shared experience."

     Madoka merely smiled.  It was enough of an answer for him.

     "I have a few more things to take care of," she announced as she produced two glowing balls.  "I won't be long," she promised as she vanished in a flash of light.

     The Doctor smiled as he watched the girls struggle out of the cryo-tubes.  Once, a short but long time ago, he once declared that life would out.  It was yet another reminder of why he cared so much about this otherwise unremarkable world.

     The click of heels on the floor broke the moment.  Two sets of footsteps echoed in the halls.  One was coming at a fairly brisk pace, just short of double-time.  The other was only slightly more sedate, with the addition of a cane tapping on the floor.

     The Doctor turned away from the cryo-tubes and saw two figures:  Lieutenant Nigel Hartman and another man he knew quite well.  The man's jet-black hair had turned white, and he no longer sported the pencil-thin moustache of old.  Despite the slight stoop, the man carried himself with long-practiced discipline.  He straightened up sharply and offered the Doctor a perfect salute.  Hartman did the same.

     "Doctor," Alistair Lethbridge-Stewart said crisply.

     "Oh, don't salute," the Time Lord protested, but he was smiling.  "It's good to see you again, Alastair.  You finally made it out of Peru."

     The Brigadier relaxed and extended a hand.  The Doctor shook it gratefully.

     "It took some doing," the old soldier admitted, "but I convinced people that I'd be better off here."  He gave the Doctor a quick once-over and shook his head ruefully.  "You just keep getting younger all the time, don't you?"

     "Only on the outside," the Doctor replied, almost reflectively.  "Inside, I'm over 900."  He paused, then changed the subject.  "Thank you...for coordinating everything with the girls and their families."

     The Brigadier scrutinized the happy reunions before him and smiled.  "If things were different, my Kate might have been one of these poor souls.  I'll admit that Hartman's story sounded far-fetched, but we've seen stranger."

     "Yeah," the Doctor agreed, "yeah, we have.  Seems like we can't meet unless there's some emergency."

     "One of these days," the Brigadier said thoughtfully, "I'd like for us to just settle down over a brandy and talk.  No invasions or emergencies; just two old friends talking about old times."

     "I'd like that," the Doctor said quietly.  "One of these days, it'll happen.  I've got all the time in the universe, remember?"

     "Doctor, is Mina--?"  Lieutenant Hartman asked, clearly anxious.

     "She's fine," he said reassuringly.  "She's just finishing up brunch with the rest of the girls.  They'll be out in a bit."

     "Hartman, why don't you wait in the main meeting hall?" the Brigadier suggested.  "The girls will be there soon enough."

     The lieutenant nodded.  "Thank you, sir.  Doctor…thank you for saving my little girl."

     The Doctor merely nodded.  He watched as Hartman trotted off.  There was an oddly distant look in his eyes.

     "Don't," the Brigadier warned him.  "I know that look, whatever the face."

     "What look?" the Doctor asked, a bit quickly.

     "The look that says that you're thinking about the ones who were lost," Alastair said quietly as he leaned on his cane.  "I've seen that look in the mirror.  Best to concentrate on those who can be helped."

     The Doctor nodded.  As old as he was, even he needed to hear advice from a friend.  Donna would have been a bit more pointed about it, though.

     As much as he would have liked to delay things for a bit longer, the end of one journey was at hand.  For most of the girls in the campus, this was their disembarking point.  The Doctor wondered how Madoka was faring with her passengers.

********

     Souichi Tomoe was not faring well with the situation.  Currently, he was slumped over the tube that contained his daughter.  He'd found her lifeless body months ago and had tried everything he could think of to revive her.  She was all he had left and he could not help her.

     An oppressive presence filled the air.  It weighed on the senses, but still sent chills through Souichi's spine.

     I CAN BRING HER BACK TO LIFE, a dark, guttural voice rumbled in his head.  WHAT PRICE WOULD YOU PAY FOR THAT LITTLE ONE?

     "Anything," he whispered.  Then he looked skyward, his face haggard and streaked with tears.  "I would do ANYTHING for her!"

     The thing that was Pharaoh 90 seemed pleased.  Not only had it found a convenient tear in space and time, but it was about to acquire a new thrall.  Oh, the girl's body could be animated easily enough with one of its minions.  All the entity needed was a foothold.

     "Some prices are too high to pay," a gentle, feminine voice said.

     Souichi turned and saw Madoka in white, her hands gently cradling a small sphere.  Her expression was serene, yet oddly determined.

     "This is not the way to help her," Madoka said quietly.  "He will only twist you and take this planet."

     HOW DARE YOU! Pharaoh 90 was incensed.  HE, AND THIS WORLD, WILL BE MINE!

     "No," Madoka shook her head sadly.  "Neither he nor this world are yours."

     The entity seethed.  It had traveled an unimaginable distance and it was not about to be stopped by a little girl!  It would take its due and then--

     The thought was interrupted as reality bent and the stars shimmered.  The entity that called itself Pharaoh 90 found itself disoriented.  The world that it had traveled so far to take was still there, but oddly different.  Moments before, it had been full of life, fresh for the taking.  Blue oceans and verdant landmasses had beckoned to it.

     The Earth that was below it now was barren and dry.  The water had vaporized long ago.  The life-giving atmosphere had likewise vanished.  The worst thing was the dull red glare that filled the entity's vision.

     The entity could have escaped.  It could have found another planet.  It could have exercised the remains of its power to prolong its life.

     It didn't.  Instead, in the silence of space, Pharaoh 90 screamed as the red giant that was once Sol expanded.  Moments later, nothing but cinders and ash were left to mark the existence of both entity and planet.

********

     "What—what did you just do?" Souichi Tomoe stammered.  "Who are you?"

     "My name is Madoka Kaname," she said gently, "and I'm bringing your daughter home.  Please be kind to her," she urged the white-haired man.  "She's had a very hard time."

     The life-support capsule opened with a hiss.  Fog seeped out as the atmosphere within was vented.  The IVs and other medical instruments that were fixed to her fell off, seemingly of their own accord.  The pale, ashen body of Hotaru was motionless.

     The ball of light shot from Madoka's hand and into Hotaru's body.  A warm light suffused Hotaru, and for a moment, all was still.

     The brunette's eyes fluttered open as she took her first, ragged breath in some time.  Her eyes focused on the ceiling first, then at her father's exhausted face.

     "Poppa," she croaked.  "I'm home."

     "Welcome home," he managed to say, just before he broke down in tears.

     Hotaru struggled to prop herself up in the tube.  With an effort that felt like lifting weights, she hugged her father.

     Neither of them noticed that Madoka had gone.  She had one last soul to take home.  Along the way, she effortlessly repaired the hole that Pharaoh 90 had slipped through.  On her journey, she'd patched all the other holes that Walpurgis Nacht had torn out.  There would be no accidental visitors after today.

********

     "It looks so different from above," the ghostly Homura remarked about the Earth.  "Is this really my home?"

     "It is," Madoka nodded.  She frowned as she realized something.  "I'm afraid that I can't find your body.  You can't go back to your life."

     "That's all right," Homura sniffled.  "I didn't have much of one before you—I mean, the Madoka I know—I mean—"

     "I understand," the pink-haired goddess said gently.  "Your friends are closer than you think."

     "Homura?" Madoka's voice asked, but it didn't come from the goddess before her.  Instead, an ethereal version of the pink-haired girl appeared before Homura.  "Is that you?  You look so different."

     The former Witch shimmered as her long hair braided itself into two tails.  Red under-rimmed glasses appeared before her violet eyes.  Her clothes changed back from the violet and white Magical Girl outfit to the Mitakihara uniform.

     Homura sniffled and trembled as she tried to keep the tears from coming.  She wasn't entirely successful.

     "It is you," the ghostly Madoka confirmed.  Then she took a step and hugged the brunette.  "I missed you!"

     "I'm not sure that I deserve to be with you," Homura said in a quavering voice.  "I did so many horrible things while I was gone."

     "It's all right," the ghostly Madoka said.  "I talked to them about you.  They understand."

     "`They?'" Homura asked, reluctantly separating herself from Madoka.  "Who are you talking about?"

     The ghostly Madoka gestured to someplace off to their right.  Homura looked agape at a sight that living eyes were not privileged to see.

     "Oh," Homura gasped as she and Madoka faded away.  "It's so beautiful…"

     The pink-haired goddess lingered for a moment.  She sniffled, happy that this Homura would be at peace.  Then she made herself forget where they'd gone.  She wasn't ready to go there—not for a long, long time.

     She had one final destination before returning home.  There was one last soul to save.  It was something she couldn't have put off even if she wanted to.  Her best friend, in any reality, deserved better.

     With an effort, she repaired the damage that Walpurgis Nacht had inflicted upon the Earth below.  That was all she allowed herself before she vanished.

********

     The Doctor allowed himself a small smile as he watched the mass reunion from an upper level.  The girls had swarmed over to their families, friends, and significant others.  He closed his eyes and sorted through the chatter.

_"Mother, Father, Kuu, I'm fine," Fuu protested.  "These are my friends, Hikaru and Umi—"_

_"Zwei!" Ruby exclaimed gleefully.  "Yeah, I missed you too!"_

_"Jaune," Pyrrha said firmly, "just hold me."_

_"Father, we have to talk," came the unintentionally unified voices of Weiss Schnee and Raye Higgins.  The Doctor smirked as he imagined their reactions._

_"Are you still going to call me `Bug Zapper?'" Mikoto asked, obviously annoyed._

_"Well, no…" a male voice replied.  "Kind of a shame, though.  I thought it was a cute nickname.  Too bad I can't use it anymore."_

_"You think I'm…cute?"_

_"All right, that's enough of that!" Kuroko exclaimed.  "She's MY Sissy, and don't you forget it!"_

_"Mom, Dad, I'm fine," Ellie insisted.  "I'm not afraid anymore."_

_"You should see what she can do!" Annie exclaimed._

_"I am so proud of you, Mina," Nigel Hartman said.  "Please don't ever scare me and your mother like that again."_

_"I couldn't have done it without my friends," Mina pointed out with no small amount of pride._

_"Mama, Papa, you should have seen us together!" Ilya exclaimed excitedly.  "We were really a team!"_

_"You know what `boop' means, don't you, Ren?" Nora asked almost coquettishly._

_"I have an idea—MFF!"_

     The Doctor opened his eyes as he felt someone touch his shoulder.  He smiled at Donna's rather satisfied expression.

     "Nice work, Doctor," she said without a trace of sarcasm.  "This is probably one for the record books."

     "I don't keep track of how many people I help out," he protested.  "But yeah," he agreed.  "I've traveled a long time and I never get tired of these moments."

     She leaned on the railing and watched the reunion below.  She could pick out a few faces, but they were lost in the crowd.  297 former Magical Girls and their families made for quite a sight.

     "You're leaving after this, aren't you?" she asked.  It almost wasn't a question.

     He nodded.  "Can't think of a reason why I should stick around.  Everything's settled."

     Donna frowned.  "You're not even going to wait for a `thank you,' you big Dumbo?  I mean, you've only saved the world **again**."

     He shrugged.  "I've never been one for that kind of thing.  Besides, the girls don't need daft old me anymore.  They're safe and with their loved ones.  Oh, they'll have a bit of a time readjusting, but they'll have support.  If nothing else, UNIT can help out with the details as well as the counseling.  I'm not too worried about them, though.  You're stronger and better than you often realize," he said reflectively.  It was obvious that he was referring to Humanity in general.

     "Too bad they won't be able to talk to each other when you leave," Donna said wistfully.  "They won't have the TARDIS translation circuits."

     "That won't be a problem," Madoka said behind them.  She'd appeared without any indication.  At the moment, she looked almost embarrassed.  "I…made sure that they'll always be able to understand each other."

     The Doctor arched an eyebrow.  "Was there anything else you did?" he asked mildly.

     "I may have boosted their luck a little," she admitted.  "They'll all live long, full lives."

     Donna looked uneasily at the Doctor.  It really wasn't as if they could argue with what Madoka had done.

     "So, where do we go now?" Donna asked.

     The Doctor pressed his lips into a thin line.  There were still questions he wanted answered.

     "We're going to Odym," he announced.  "I'd like to talk to Walker for a bit."

     "Shouldn’t we be dropping the girls off first?" Donna arched an eyebrow.

     "Well, think of it as a short field trip.  Besides, it's not like they have school today," he pointed out.  "It's a beautiful place, perfect for relaxation."

********

     Walker Santos sat in a perfect lotus position.  At this moment, he was relaxed and at peace.  Instead of the traditional mantra that meditation required, he ran equations through his head and let them flow.  In this way he could appreciate the external and inherent beauty of the universe.

     Moments ago, he'd bid a solitary Doctor farewell.  Walker had entrusted him with his life's work in the hope that it would be useful.  All that was left was to meditate and wait.

     His meditation was interrupted as the grinding, wheezing sound of the TARDIS rang through the meadow he was in.  He opened one eye and sighed.  He'd expected this.

     "Hello, Doc--" Walker began, but it wasn't the Doctor's voice that answered.

     "Holy crap, we're on another PLANET?!" Kyouko exclaimed.  "And we're in the future?!"

     "Yeah, you kind of get used to it," Donna replied.  She sounded like a seasoned, but not wearied traveler.

     "Really, Aunt Donna?" Kyouko asked dubiously.

     Donna hesitated, then grinned.  "Nah.  It's always something new when you're traveling with the Doctor.  You could gawk at the good stops for ages."

     "What about the bad stops?"

     "You tend to run a lot.  I mean, seriously, I've done an awful lot of running since we've started traveling together," Donna remarked.

     "This is really another planet?" Sayaka asked as she peeked her head out of the TARDIS.  She squinted at a sky that matched her own hair.  "It's a lot like Earth, but with less traffic."

     "It's beautiful," Mami noted.  "I've never seen a place that's so peaceful."

     "Yeah, Odym's a nice spot to visit," the Doctor said as he exited.  "There's a lot of high technology but not much in the way of steel and glass.  Everything's mostly grown from the planet."

     "It minimizes the ecological impact," Walker said with a serene smile.  He got up, and everyone noted that he was almost as tall as the Doctor.  "I take it that all went well?"

     "About as well as can be expected, yeah," the Doctor admitted.  "The whole cycle's been broken, as you planned."

     "I merely helped things along," Walker said modestly.  "It was a hope for a better world."  He noticed Madoka, still in her heightened state.  Kneeling to face her, he smiled.  "It's all right, little one.  Just think of where the power needs to go and breathe."

     Madoka closed her eyes and took a deep breath.  Exhaling, she changed from her goddess state back to ordinary Madoka Kaname.  Sparkles of light gently floated away from her.  When she was finished, there was nary a hint of a glow.

     "Wow," Sayaka said.  "How do you feel?"

     The pink-haired girl smiled shyly.  "Everything's a little smaller.  I don't have to worry about possible futures."  She sighed.  "It's so hard to explain."

     "You do realize that you've just given up nearly infinite power," Sayaka pointed out.  "You could have done anything you wanted."

     "I did what I needed to," Madoka replied.  "And now, the universe will go on as it should."

     She didn't get to say more before Homura came up from behind and hugged her.  There was a moment of embarrassment, but Madoka said nothing.

     Donna noted something off about the brunette.  "Homura, why do you have glasses on?"

     "They're a reminder of who I was," Homura answered, not letting go of Madoka.  "I'm keeping the hair as it is, though.  I've gone through too much to be the girl I was."  She smiled almost nostalgically.  "Besides, do you have any idea how hard it is to keep twin braids?"

     Mami sighed as she fingered one of her long curls.  "I suppose that I'll have to use the curling iron again," she lamented.  "I used to style this by magic."

     "What a sacrifice," Sayaka deadpanned.  "I'm glad that I don't have to worry about my hair so much."

     The Doctor smiled as he watched the girls chatter.  A huge burden had been lifted from their shoulders, and it did his hearts good to see them acting like ordinary teenagers.

     "You have questions," Walker observed.  "I'll do my best to answer them."

     "Did you know this was going to happen?" the Doctor asked.  "What if I hadn't thought of using the hope diamond?"

     "I only gave you what I hoped would help," Walker replied calmly.  "And it wasn't very likely that you would fight such despair without a little help."

     "So, can you make another one?" Donna asked.  "That last one was pretty potent."

     "Is another one required?" Walker asked.  "It isn't easy to harness the hope of an entire world for a year.  However, should the situation call for it, I'm certain that one may be found where it's needed."

     "So, yeah, but not now?" Donna summarized.

     "Correct," Walker nodded.  "You seem rather pensive, Doctor."

     "I'm still trying to figure out how you could have known all this," the Doctor replied.  "The blue light gives quick flashes of the future.  How could you have accounted for so much in that short flash?"

     "I didn't," Walker said simply.  "The other you, the future you pointed me in the right direction.  He also said to tell you to look in the book for the answer in a picture.  Or, you could ask Miss Kaname directly."

     "Madoka?  What do you mean?" Donna asked.  "What book?"

     Realization dawned on the Doctor's face.  "There's only one book I have that tells of the Incubators:  `Every Gallifreyan Child’s Pop-Up Book of Nasty Creatures from Other Dimensions.'  You're telling me that—"

     "I, um," Madoka said nervously, "I kind of put myself and the information about Incubators in the book.  Well, I talked to the author for a bit.  If you look at the picture, you'll understand."

     The Doctor nodded and grinned.  "Oh…BRILLIANT!" he exclaimed.  "You were closing the loop on a predestination paradox!"

     "Predestination what?" Donna asked.  "Could you explain it to us ordinary people?"

     "Well, to put it simply:  Been there, done that, go back and make sure things happen so that you CAN be there to do that," he explained.  "I've lost you, haven't I?"

     "Yeah, but I'm used to it," Donna replied.  "So, are we going to have a little tour of this place or what?"

     "I don't see why not," he said.  Then he turned his attention to Walker.  "I do have one last question, though:  Why is hope blue?"

     The scientist smiled in an almost serene manner.  He looked pointedly at the TARDIS.  "Why shouldn't it be?"

     "Are you saying…?" the Doctor began, unsure of where to end.

     "Doctor, I believe that we influence the universe in our own way.  If the color of hope happens to be blue, well—who am I to argue with what the universe has decided?"

     The Doctor looked very thoughtful after hearing that.  He watched as the girls followed Walker on an impromptu tour of the nearest town.  Donna followed them, but he stayed behind for a moment.

     The vast library within the TARDIS was partially hooked up to the miniature library in the campus.  The Doctor doubted that the girls would have been interested in the more esoteric volumes.

     He sighed as he noted a large stack of books about legendary heroes and their weapons.  Well, he couldn't blame Chloe for doing her research.  It had come in quite handy at the end.

     Almost as if he'd planned it, a single book fell from a high shelf.  It was caked with dust; he'd last remembered reading it as a child.  For a brief moment, his memories flew to those old days.

     He skimmed until he found one particular page.  The image was of Kyubey looking at the viewer, the ever-present "smile" on its face.  From its mouth dangled a Soul Gem on a chain.  Old Gallifreyan text was scattered around the picture.  In the far corner was a petite, gloved hand reaching out to Kyubey--Madoka's hand.  Floating above said hand was a fist-sized blue diamond.

     "`Beware the Incubator,'" the Doctor whispered as he read the page.  "`for they tell the truth as they see fit.  They hunt for special girls, those who cannot know the price.'"

     That wasn't all of the text, of course.  The rest was couched in warning rhymes meant to soothe young minds to sleep while providing a warning.  He smiled as he noted that coordinates to the Incubators' home planet had been encoded within the picture itself.

********

     Homura was thoughtful as she made her way to school several days later.  Today was the Doctor's last day of teaching.  After today, he and Donna would continue their journey.  It was very unlikely that they would meet again.  That fact had saddened Kyouko, but it was lessened by the fact that Sayaka's family was in the process of adopting her.

     It was odd, not having the burden of magic or the need to hunt Witches.  For the first time in a very long time, Homura could be herself.  She'd survived an ordeal which, if it kept going, would have twisted her beyond recognition.

     She paused as she noted the hospital near her apartment.  The hospital had been the start of so many loops.  It had also nearly been the end of Mami.  Now, it was just some place that Homura preferred to avoid.

     She wasn't certain why, but she found herself lingering as a group of four exited the hospital.  One of them, a fairly young man in his early twenties, looked a bit gaunt, but hopeful.  He was leaning on another young man, presumably a good friend.  Two girls hovered close, ready to help out.

     "Easy, Fuminori," one young man said to the patient.  "You've had a lot happen these past few weeks.  Don't worry, buddy; we're here for you."

     The gaunt-looking young man smiled.  "Thanks, Koji.  I still remember that one weird dream, though."

     "Is this the one with the girl in white?" a short-haired brunette asked.  "You said something about a man in a labcoat doing something to her?"

     Fuminori paused.  "You know, Yoh?  I can't remember anything about the dream after that.  All I know is that everything started going back to normal after that."

     "You didn't eat very much until then," Yoh noted.  "You said that everything tasted awful."

     "It must have been the brain damage," Fuminori said, frowning at the memories.  He didn't want to mention the other twisted perceptions.  "I'm okay now, Yoh."

     She frowned.  "You're still weak, though.  I think that I should take care of your meals."

     "You don't have to—" Fuminori protested.  He flinched as Koji nudged him.

     "Yes," Koji said with a glint of mischief in his eyes.  "Yes, she does.  That's what friends are for."

     Fuminori sighed.  "Thanks."

     Homura watched them enter a car and drive off.  She wasn't sure why, but she felt as if she'd witnessed someone else's ordeal ending.

     Checking her watch, she frowned.  She would have to run if she was going to be able to meet up with the others.  Being late hadn't been a concern until now.

     Homura hurried to where the others waited.  Her nightmare was finally over and she could move forward.

********

     "And so," the Doctor said to his assembled class, "I'm afraid that our time here is at an end.  We have to move forward and all, you know."

     He was greeted by a mass groan.  They knew that he was only a substitute, but many of them enjoyed his teaching style.  None of them were looking forward to their teacher's rants about her relationship issues.

     "Oh, stop that," Donna said, her glare silencing the complainers.  "It's part of life."

     Kyouko raised her hand.  "Are you ever gonna come back?"

     "Well, I may find my way back around these parts sometime," the Doctor allowed.  He packed some papers in a briefcase and smiled.  "It's been a privilege teaching and helping you."  He winked so quickly that most of the class didn't catch it.  Only those who knew understood the gesture.

     Donna nudged him.  "Oi," she urged him quietly.  "Don't get all mushy now."  Despite her tone, she was finding it hard to leave as well.

     "Right, then," he said briskly.  "Good luck to you all.  Just remember:  Onward and upward."

********

     Kazuko Saotome couldn't believe her luck for the last month, what with winning the trip to Hawaii.  She **had** been a bit concerned about leaving her class for an entire month.  She'd been worried that the substitute teacher might not have been up to the task.  Admittedly, though, it was good to have time to work on her relationship with her boyfriend. 

     She waited patiently until the substitute teacher (and, oddly enough, his assistant) finished their goodbyes.  When the door opened, she froze as the Doctor and Donna walked out.  They both nonchalantly nodded towards her.

     "Miss Saotome?" a student asked.  "Are you all right?"

     Kazuko's response was to squeak.  She pointed one trembling finger at the departing Doctor and Donna.

     "He," she began unsteadily, "was your teacher?"

     "Uh huh," Madoka nodded.  "He's really good!"

     "That good-looking guy was teaching all of you?" she asked with a quaver in her voice.  "How far are you on the lesson plan?"

     "We're about two weeks ahead," Sayaka reported.  "Mr. Smith really had a way with teaching.  Not that he's better than you, of course," she backpedaled.

     "He doesn't spend a lot of time on personal stuff," Kyouko said.  "Oh yeah, I'm Kyouko Sakura.  I just got transferred in a while ago.  Nice to meet ya."

     "Is there something wrong?" Homura asked.  She'd known how guy-crazy her teacher was from past loops.  
     "Excuse me for a moment, class," she squeaked as she slid the door closed.  There was a clatter of footsteps as Kazuko dashed through the halls, dodging late students along the way.  When she finally reached the main entrance, she heard a wheezing, grinding sound.  A gentle breeze blew through her hair as she scanned the area for the duo.  There was no sign of John Smith and Donna Noble, not even a departing cab.

     She sighed.  This "John Smith" character was a lot better-looking than her current boyfriend.  It just figured that they wouldn't cross paths.  Maybe it was just her fate.  Today would just be another ordinary, boring day for her, most likely.

********

     "That couldn't have been easy for you," Donna said, sitting on the couch in the control room.  "For an entire month, you had to live life like an ordinary person—one day at a time.  You didn't have any special sight and you couldn't jump around in time.  I'm surprised that you didn't go barmy."

     "It's not the first time," he admitted.  "It makes one really appreciate how extraordinary my `ordinary' life is.  Maybe I should do it more often."

     They both paused.  Then they grinned simultaneously.

     "NAH!" they both exclaimed.

     "So, where are we off to now?" Donna asked.  "We're not going to surfing on lava or anything, are we?"

     "Oh, nothing quite that exciting," he replied.  "I thought we'd take a quick stopover to Barcelona—the planet, not the city," he added.  "And then maybe we'll do a bit of sightseeing on the crystal steppes of Spheris.  Just be careful where you step, though."

     "How come?  Are there huge, crystal-eating predators hanging around?"

     "Not near the steppes," the Doctor replied.  "The authorities keep the large creatures out.  They shouldn't be a problem, though.  We're not even on the menu.  We're too poor in mineral content to be even bothered with."

     "Well that's reassuring," Donna said sourly.  "I'll keep that in mind when we're being chased by one."

     The Doctor blinked and pulled out a wallet holder.  Donna recognized it as the psychic paper that sometimes allowed him to bypass sticky situations.

     "We've just been invited to a picnic," he said with a smile.  "The girls want to see us in June.  We'll just take care of a few things and be off."

     Donna's expression sobered.  His enthusiasm was so infectious at times that it was hard to be serious.  However, there was one question that he seemed to avoid answering.

     "I hate to put a damper on things," she began, "but you still didn't answer my question:  What did you do to Kyubey?"

     The Doctor's grin faded.  He paused for a few moments before he answered her.

     "Kyubey is in a very quiet place where it can never escape," he said solemnly.  "And it will never be able to harm anyone ever again."

********

     Kyubey awoke on an elaborate tile floor.  Its ears perked as it tried to listen for any kind of sound.  As far as it could tell, this new place was almost completely silent.

     It knew that it was irredeemably insane.  It had been cut off from the hive mind to avoid any possibility of contamination.  Kyubey had felt fear right to its core, a sensation that had been primal and terrifying.  It was somehow fitting that the feeling of fear caused fear to grow.

     Kyubey stretched out its senses.  Surely there was some remnant of its species that would take it in.  After all that had been sacrificed, there were certainly mitigating circumstances.

     Kyubey sensed nothing.  It wasn't the sensation of being cut off.  It was as if there was no longer a hive mind to connect to.  Kyubey could very well have been the last of the Incubators.

     It looked around and saw a note in that had been propped next to the Incubator.  It was a handwritten note, signed by the Doctor.

     "Try to stay out of the shadows," it read.

     Anger had come very easily to Kyubey now.  The Doctor obviously had caused the near-extinction of its race.  When, not if, Kyubey could find a way to escape, the Time Lord would pay.

     The Doctor had been a fool, Kyubey decided.  Where there was one Incubator, there would be more soon.  It would take some time to establish a new hive mind.

     From what the Incubator could tell, it was in a great hall.  There were books on shelves that stretched as far as the eye could see.  There were some computer terminals present as well, but they were dusty and silent.  Kyubey's gaze went to one of the terminals, which simply said "The Library" on the side.

     Then, it noticed that it was not alone.  There was an errant whisper, something that Humans would not have been able to hear.  Kyubey's ears perked as primal fear flooded its thoughts, destroying its coherency.

     As if by some unspoken cue, Kyubey looked at its shadow.  To be more precise Kyubey looked at its shadows, plural.  One was natural, but the other could not be explained by any light source present.

     There was pain, then nothingness.  Then there was the disconnected feeling as another body was created, its consciousness transferred.  Then, there was the brief pain as Kyubey's body was devoured again.

     There would be about 1000 iterations of this cycle before Kyubey would have time to think.  Each time, the Incubator's body would be devoured, only for a replacement body to appear within seconds.

     The Vashta Nerada, the shadows that melted flesh, did not have a culture per se.  The swarm had no stories.  There was only the never-ending desire to feed and reproduce.  If, however, stories could be told, then they would have been one of thanks to the blue box.  The never-ending white meat could have been considered a godsend, if the swarm believed in religion.

     The Incubators had considered the swarm a nuisance, one beneath their notice.  Kyubey now found them to be quite important, indeed.

     The last Incubator wasn’t sure how much time had passed.  It had lost count of how many times it had been devoured.  The first million or so times were the worst.  It was when emotions ran so high, only to be cut short. 

     It was an endless cycle.  The shadows came for Kyubey in the darkness and the light.  As long as there was compatible energy present, Kyubey would continue to generate new bodies, only to have them devoured.

     When the sun burnt out, it believed that the end was near.  However, the fission reactors underneath the Library maintained the life support.  They would burn until the true end finally came.

     It had never looked forward to a final death so much.  It would be the end of the eternal feast.

********

     The girls had quite the feast prepared in the park.  It was the beginning of their summer break and they'd been looking forward to this picnic.  It was time to cut loose before school started again.

     "Kyouko," Sayaka said, not entirely seriously, "leave some for the rest of us, okay?"

     The redhead grinned sheepishly.  She'd loaded her plate high with food.  "Sorry, force of habit.  I never had picnics like this back in the old days."

     "Oh, that's all right," Mami said agreeably.  "There should be more than enough for everybody."

     "They're late," Homura said as she pushed up her glasses with a frown.  The Doctor and Donna should have arrived by now.  "I wonder what's keeping them?"

     "They'll be here," Madoka said with absolute conviction.  "I sent the invitation a while back with that paper he gave me."

     The brunette sighed and leaned against a nearby tree trunk.  She flushed slightly as Madoka's hand covered hers.

     Wordlessly, Mami, Sayaka and Kyouko shared a smile and a significant look.  They'd been through too much to even joke about how close those two had become.

     UNIT had provided every surviving former Magical Girl access to a secure internet forum.  There, girls from all over could reach out, talk about their day, ask for advice—or just rant about things.  It was like any other forum, with the exception of the membership.  The girls found that it helped with the counseling.  Some of them admitted that they missed the thrill of the hunt.  However, it was generally agreed that their current situation was better for everyone. 

     The sound of the TARDIS materializing put an end to any woolgathering that the girls might have been doing.  They flocked to the blue box and welcomed the Doctor and Donna.  There were souvenirs given and hugs were exchanged before settling down for lunch.  However, today was not a day for maudlin sentimentality.  It was just a perfect summer day to spend with old friends from out of town.

THE END

**Notes for the Chapter:**

> There is one more chapter, a bonus if you will.


	8. The Last Soul

**Summary for the Chapter:**

> The Incubators have been defeated. Now, one last soul awaits her final judgment.

     The girl who had once been Homura Akemi sat on a throne in the darkness.  If one looked closer, the throne was made of Incubators.  These Incubators were constantly twitching and shuddering, unable to scream at their torment.

     Homura Akuma was not content.  By all rights, she should have been.  She had more power than she could have ever dreamed of.  She had decisively dealt with the Incubators and their plans, enslaving them to her will.  Finally, the one she cared about most would live a long, happy life.

     She watched the image of Madoka on the viewer.  The pink-haired girl was just going through her daily routine.  It was about as close as Homura could have gotten to being there.  It was payment for her sins, she rationalized.  She deserved this.

     "Homura," Madoka's voice called out in the darkness.

     In spite of herself, the dark goddess gasped.  Here, in this place, she was omniscient and omnipotent.  So why hadn't she sensed anyone coming?

     She didn't want to look.  She knew that the day would come when Madoka would come to reclaim her power.  She never expected today to be that day.

     Something was wrong.  The seal around Madoka--in fact, the seal around the entire universe appeared to be intact.  Madoka was going through her life on the viewer.  So who had just called her name?

     "Homura," Madoka repeated.  "I'm here."

     Homura repressed the urge to shudder.  She had power beyond measure.  She had created the perfect universe for Madoka to live in.  She had sacrificed EVERYTHING, and this was NOT how it would end!

     With an effort, she looked at the source of the voice.  She saw Madoka in her ultimate form, but there was something more substantial about her.  The blue aura that surrounded her was oddly warm and inviting.

     "You should have stayed where you were happy," Homura said coldly.  She tried not to make it sound like a threat, but it came out that way.

     "You know why I'm here," Madoka said.  She gestured to the viewer.  "I'm not her, yet I am her."

     Homura frowned as she realized what was happening.  This Madoka was from another universe.  How dare she intrude upon her work?!

     "Go back, Madoka," she warned the pink-haired goddess.  "Go back to your friends.  Go back to a better life, one without Witches and Magical Girls.  Leave me alone."

     Madoka shook her head, her eyes full of gentle compassion.  "I can't do that, Homura.  I could feel your pain, even from where I came from."

     "Go home," Homura snarled, "or I will **make** you.  I've taken your power once before and I can do it again."

     "I won't," Madoka replied.  There was an undercurrent of strength in those simple words.  "Please let me help."

     "JUST.  GO.  AWAY!" Homura Akuma screamed as she summoned her Familiars.  They rippled and shifted their forms as they streaked towards the pink-haired goddess.

     The Familiars never reached Madoka.  They vanished well before they even got close.  There were no energy blasts or other visible effects.  One moment they were there, the next, they simply ceased to exist.

     Homura blinked.  This was unexpected.

     "You can't hurt me, Homura," Madoka said gently.  "Stop hurting yourself.  Please let me help," she insisted.

     It was about then that Homura got serious.  Witches and other creatures flooded the area, surrounding Madoka.  They pounced upon her, hoping to subdue the goddess.

     As with the Familiars, none of them even got close.  The Witches were turned back into the Magical Girls they once were and vanished.  The monsters were likewise sent away.

     Homura started shaking.  She realized that this Madoka was far stronger than she was.  She was as far above Homura as Homura was above an ordinary girl.

     "Stop it..." Homura said, her voice breaking.  "Don't--don't come any closer."

     Madoka shook her head.  "I have to do this, Homura," she said.  "I have to save you."

     Homura stood there, wide-eyed.  Then the space between them exploded with unimaginable energies.  The dark-haired goddess was throwing everything she had at Madoka in an attempt to stop her, perhaps even subdue her.

     Nothing even came close.  Energies that would have left even the Doctor aghast vanished a short distance away from Madoka.  Homura's attempt to bend space and time failed.  It was as if any pitfalls or traps she's set forth simply righted themselves when Madoka approached them.  The pink-haired goddess kept advancing, her expression full of compassion.  That made it even worse.

     "Please don't…"  Homura actually whimpered.  "Don't do it."

     "You know what I'm going to say," Madoka said quietly.  "You know this because it's exactly what she would say."

     Homura Akuma was cornered.  The irony didn't escape her.  In a nearly infinite space, Madoka had cornered her at the very edges of reality.  Homura was almost spastic with terror as she curled up into a ball.

     "If you ever loved me, please…please don't…" Homura whispered.  She closed her eyes and the tears began to fall.

     Madoka knelt down and gently hugged Homura.  She stroked her hair and whispered the dreaded words:

     "I forgive you, Homura Akemi," she said quietly.  "And so would she."

     It was then that every sentient race felt a sense of anguish and apprehension.  It was a feeling of dread that had been fully justified.  It was so intense that the throne of Incubators stopped twitching and fell silent.  No matter who or what you were in that universe, you felt the scream of Homura Akuma.

[](https://www.flickr.com/photos/18278957@N04/28027598586/in/dateposted-public/)

     "How could you?" Homura babbled as she cried freely.  "After all I've done, how could you **ever** say those words?"

     "You're my best friend," Madoka said simply.  "You always have been."

     "It's too late for me, Madoka," Homura sobbed.  "This is exactly what I wanted.  This is exactly what I deserve."

     "It's not right," Madoka insisted.  "No matter how perfect you make her world, it's not **complete** without **you**."

     "It's what I **deserve** ," Homura repeated.  "I rebelled.  I stuck you in a false world.  I stripped you of your power and your free will!  I VIOLATED your mind!" she exclaimed.

     "But you didn't enslave me," Madoka pointed out.  "You did your best to spare all of us.  You wanted everyone to be happy."

     "I wanted **you** to be happy," Homura Akuma corrected her.  "I would take on any burden to make sure that happens."

     Madoka sighed.  "Homura, she needs you.  Even if she doesn't know it, even if she doesn't remember—she needs her best friend."

     The pink-haired goddess gestured, and a door appeared in the nothingness.  It was nothing particularly ornate.  It did resemble, however, the door to the Kaname household.

     "What's that?" Homura asked.  It was unsettling, having holes in her omniscience.

     "Hope and redemption, if you want it," Madoka replied.  "You just have to step through that door and you'll be with her."

     Homura shook her head.  "It can't be that simple.  It's never that simple," she almost babbled.

     "You won't be a Magical Girl or a Witch," Madoka stated.  "You won't have any power.  You'll just be an ordinary girl."

     "And?"  Homura asked nervously.  "What else will happen?"

     "And when you do, there will no longer be any Magical Girls.  Every Magical Girl will get their soul back.  That's what I've been doing, Homura.  Today, everywhere, the cycle ends."  Madoka looked sad for a moment.  "Each time I've stopped the Incubators, I've been gentle.  I've freed girls to go onward.  Now, it's your turn.  You are the last Witch, in a way.  More importantly, you are my best friend.  How could I not try to save you?"

     "And I have to face the consequences of my actions," Homura said shakily.

     Madoka smiled gently and hugged the dark-haired goddess closer.  "We all do, Homura.  This is your chance to put it all behind you.  This is your chance for real happiness with her."

     "And if I don't?"  Homura regretted saying those words as soon as they'd left her mouth.  The girl holding her could have easily forced her through the door with a thought.

     Madoka looked sad for a moment.  "It's your choice," she reminded Homura.

     Homura clenched her jaw.  It was so tempting…

     "No," she said finally.  "As long as she's happy, I choose to stay here."

     Madoka paused.  For a moment, it was as if the universe itself had paused with her.  Then the pink-haired goddess sighed and touched her forehead to Homura's.

     "Then I'm sorry," Madoka said quietly.  "I'm so very, very sorry for what happens next."

     Those were her last words as she vanished.  There were no special effects, nor any sounds to mark her passing.  Madoka was there one moment and the next, she was gone.

     Homura looked around the empty space, bewildered.  Something fundamental had changed.  For one thing, she couldn't feel the presence of any of the Incubators.  For another, she felt compelled to look at the viewer.

     The viewer had been divided into four quarters, each representing a girl she once called her friend.  In each of them, a simple picture floated within easy reach of said girl.

     "What?" Homura whispered, even though there was nobody to hear her.  Then she had this impending sense of dread.

     Madoka Kaname, trapped in her paradise, picked up the picture that had appeared out of nowhere.  So did Sayaka, Mami and Kyouko.  They each puzzled over the picture for a moment before they gasped.

     It was a group shot of all five of them.  They were smiling and happy.

     Madoka covered her mouth with the hand that wasn't holding the picture.  Her eyes started brimming with tears.

     "I remember," she whispered.  "How could I forget?  How could I ever forget my best friend?!"

     "No..." Homura breathed.  "No, I won't allow this.  Do you hear me?!  I will NOT let her remember!" she called out to the empty space.

     There was no answer.  The alternate Madoka was gone.

     The viewer shifted to Sayaka's house.  She regarded the group picture with some puzzlement.  Then the blue-haired girl winced as the memories flooded her mind.

     Sayaka shuddered for a moment, never letting go of the picture.  Her eyes turned harsh as she frowned.

     "I told you I'd remember you as a devil," she whispered.

     Homura found herself trembling.  She was akin to a god.  She had power beyond measure.  She had sacrificed so much, and now it was being unraveled!

     Mami's and Kyouko's reactions were similar.  After the initial shock, there was a determined look on their faces.  Kyouko looked like she was ready to pound something into the ground.

     Homura gathered her power.  It should have been a simple matter to rework their memories.  People were always trying to rewrite the past for a comfortable illusion.

     It didn't work.  Her efforts didn't even seem to touch her former friends.  Try as she might, they still had their memories.  Furthermore, she could tell that they'd relived some of her memories as well.

     She watched impotently as Madoka grew more distraught.  The pink-haired girl started calling her friends, asking them if they remembered anything.

     With her omnipotence and omniscience, Homura was left with only two options:  She could stay in her corner and watch Madoka suffer, or she could go through the door and...take it all upon herself.

     It really wasn't any choice at all.  She'd been hit where it hurt.

     A single tear rolled down the goddess's cheek.  Her lip quivered as she opened the door.  She then spoke her last words as a goddess:

     "Damn you," she whispered.

     There was a feeling of being lessened as she walked through the door.  She suddenly felt very small and unimportant as her power was dispersed throughout the universe.  She didn't even bother wondering where her throne of Incubators had gone.

     The most important person in her world froze at the sight of her.  Well, that was perfectly natural.  Who wouldn't have frozen at the person who had crossed so many lines, all to assuage her tiny, damaged psyche?  What could she possibly say to the girl that she cared most about?

     "I'm...home..." Homura Akemi, the former goddess, got out awkwardly.  The words had been more automatic than anything.

     The tears flowed freely as Madoka hugged her tightly.  She sobbed, totally unashamed.

     "HOMURAAAAA!" Madoka exclaimed.  She repeated the dark-haired girl's name between sobs.

     Homura stiffened.  She'd expected some sort of retribution, some bit of justifiable malice.  She expected to face Madoka's wrath, backed up by the power of a god.

     Nothing like that happened.  She was just in the arms of her best friend.

     Homura hugged back and cried.  She whimpered that she was sorry, that she didn't deserve anything, as well as other admissions that she would have found mortifying later.  They were all eclipsed by four simple words:

     "I forgive you, Homura."

     They weren't sure how long they'd been hugging before they heard someone else.  The first arrival was Sayaka, who froze in astonishment.  Next came Mami, who had a similar reaction.  Finally, Kyouko rounded out the group.

     Reluctantly, Madoka separated herself from Homura.  She positioned herself between Homura and the other girls.

     "Don't," Madoka pleaded, her voice cracking.  "Homura can't--she won't hurt you anymore.  She won't."

     Sayaka overcame her shock and advanced upon Homura.  There was a fire in her eyes that made both Madoka and Homura flinch.

     "Get out of my way, Madoka," Sayaka said harshly.  "She has to pay for what she's done to us."

     "No," Madoka whimpered.  "Everybody, please...don't do this."

     Kyouko scowled at Madoka.  "This has gotta be settled, Madoka.  This ain't revenge; it's about evening the scales."  She grabbed Madoka in a joint lock and whispered something in the pink-haired girl's ear.

     "You...you're--?"  Madoka began, but Kyouko glared at her.  Madoka fell silent.

     Sayaka reared her hand back.  Homura stood there, trembling so bad that her knees were knocking.  Tears streamed down her face as she prepared for the inevitable blow.  She deserved it, after all.  She deserved every bit of pain that she was about to receive.

     She did not expect Sayaka to gently touch her face.  She certainly didn't expect the blue-haired girl to break out into tears herself.  Mami and Kyouko were much the same, their determined expressions replaced with reluctant, tearful ones.

     "You idiot," Sayaka said, her voice cracking.  "Why didn't you trust us?  Why didn't you TELL US how BADLY you were hurting?  Did you think we didn't care?  Did you think that you were really all alone in the world?"

     "I..."  Homura wasn't sure what to say.  "You're...forgiving me?  After all I've done?"

     "We all saw what you've been through," Kyouko said, releasing Madoka from the joint lock.  She shook her head.  "Now call me crazy, but with the life you've had...beating you down ain't gonna help any."

     "This isn't unconditional," Mami warned.  "You're going to have to do something very difficult."

     "What's that?" Homura asked.

     "You're going to have to trust us," Mami said sternly.  "That's what friendship is all about.  No more hiding.  No more putting on a brave face.  We're here for you."

     Homura stared at her friends in disbelief.  They had every right to take their pound of flesh.  Now, they were welcoming her back, even though they had no reason to.

     "I...don't deserve you guys," she sobbed.  "I'm weak and needy and..."  The rest was lost in incoherent tears as she sank to her knees.  Madoka gently came by her side and hugged her.

     "Yeah, well," Sayaka began with a flippancy she didn't feel, "you're stuck with us."  She paused and shared a silent look with the others.

     As one, they converged upon the sobbing Homura Akemi.  They, too, started crying as they shared a hug.

********

     The Doctor smiled.  He'd been following Madoka's progress during her tenure in near-omnipotence.  What he saw gave him hope for the future.

     "That's an odd smile," Donna remarked from the couch.  "Care to let me in on the joke?"

     "Oh, it's no joke," he replied.  "I just saw a soul being saved."

     Donna nodded.  "So, what happens now?"

     The Doctor was thoughtful for a moment.  Then he dashed to the control pillar and started punching in coordinates.

     "Now?  Now, we go to this great place that’s like a Chinese bazaar, but on another planet.  I’m going to show you a drink that’s like a latte, only better!"

     Donna found herself grinning at the prospect.  Traveling with the Doctor was never dull.  However, she noted as he paused.  She could almost feel a moment of clarity in the universe.  At this one moment, all was well.

**Notes for the Chapter:**

> WARNING! AUTHOR BABBLE!  
> Wow. What a long, strange journey this story has been. It evolved from a mere musing to a demanding, ravenous beast. The characters demanded that I do them justice. The story demanded that I get it right. You, of course, demanded (rather gently, I might add) that I finish this. Most of this stemmed, I think, from my own sense of outrage at how callous the characters were portrayed in PMMM. It was as if they'd dropped several IQ points just to get the story going at times.  
> Gen Urobuchi has said in the past that happiness is not natural to the Human condition. While I grant him the right to believe as he will, I vehemently disagree. Life isn't all sunshine and roses, but happiness is where you find it. I think that hope born from our lowest moment of despair is more powerful than hope withering into despair.  
> Why did I pick the 10th Doctor? Well, the basic truism is to write who and what you know—and I happen to have the entire David Tennant Years collection on DVD. I'm not well-versed enough in Classic Who to do those Doctors justice. Also, the personality of #10 was the easiest for me to work with. 9 would have been too harsh in the beginning. 11 was a bit too uneven for me—one moment full of joie di vivre, the next plunged in utter self-loathing. 12—well, with his bluntness and "I don't have to be nice" attitude, he'd be more likely to cause the girls problems than to solve them.  
> Did you ever get the feeling that this story was, essentially, a tribute to the David Tennant era? Well, dear reader, you'd be right.  
> There's also the fact that Donna was immensely fun to write. She could say and do things that the Doctor wouldn't even think of. I have nothing against Rose, Martha, and Jack Harkness. In my opinion, they simply would not have worked quite as well as Donna's fiery, but compassionate attitude. A good companion will challenge the Doctor, just to keep him from becoming complacent and arrogant.  
> Who is Walker Santos? Well, he's an alternate version of none other than Saint Bro'Dee Walker from the Green Lantern comics. The blue light of hope also comes from the comics, with slight modifications.  
> My personal name for this version of Ultimate Madoka is Godoka EX Plus—or, Madokami EX Plus if you're so inclined. Yes, the bonus chapter was based thematically on a pivotal scene from "Last of the Time Lords." If one second of an entire planet's hope could empower the Doctor like that, then one year's worth certainly would give Madoka quite the boost.  
> There are lots of Easter eggs and inside jokes for the Whovian to look for and smile at. I won't list them all—there are just too many, I think.  
> Some additional character notes: Ellie and Annie are, indeed, versions of Elsa and Anna from Frozen. Nora and Pyrrha are from, of course RWBY. Michelle and Amara are the English dub names for Michiru and Haruka—aka Sailors Neptune and Uranus. Ilya, Miyu and Chloe are derived from Fate/Kaleid Liner Prisma Ilya(ye gads, what a pain to type that title up). Anita King is from the R.O.D. TV series--not a teleporter in that series, but I thought it would come in handy with her close-in style. As for Cobbs and Nolan in UNIT--they're analogues of Nobby Nobbs and Fred Colon from Discworld. I couldn't resist.  
> Why did the Magical Girls' weapons work when Homura's arsenal didn't? Well, the Doctor had supercharged the Magical Girl Army with the one thing that could neutralize that much despair: Hope. Conventional weapons simply couldn't leave a scratch on a Witch as powerful as Walpurgis Nacht.  
> I'm not going to go too much into "what might have been" because, to be honest, what's out there is better than the draft. I will admit to waffling on what to do with the Incubators, but I had to keep in mind Madoka's basic nature. She is not one who would be cruel to another creature if she could help it.  
> I'd like to thank my pre-readers for their help and feedback. Writing a story can lead to a serious case of tunnel vision. My pre-readers helped keep me on an even keel and pointed out things I didn’t even consider. Also, I'd especially like to thank the artists who provided the great fan-art you see in the story. Check them out!  
> Well, that's about it. If you have any questions or comments, please feel free to PM me. In the meantime, I'll be working on a Superman/Doctor Who crossover that should be MUCH shorter than this story. And then I'm going to go for National Novel Writing Month. So, yes, I'll be keeping busy.  
> Thanks for reading this. I hope that you enjoyed this as much as I did writing this. See you in the future!
> 
> \--Pearson "Doc" Mui


End file.
